Common use of Deliveries by Buyer to Seller Clause in Contracts

Deliveries by Buyer to Seller. At the Closing, in addition to making the payments described in Sections 3.2(a) and (b), Buyer shall deliver to Seller the following: (a) [intentionally omitted] (b) [intentionally omitted] (c) a certificate of a duly authorized officer of Buyer, dated the Closing Date, setting forth the resolutions of the board of directors of Buyer authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date; (d) a certificate of a duly authorized officer of ACS, dated the Closing Date, setting forth the resolutions of the special transaction committee of ACS authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date; (e) a certificate of the Secretary or an Assistant Secretary of Buyer attesting as to the incumbency and signature of each officer of Buyer who shall execute this Agreement or any other Buyer Transaction Agreement; (f) a certificate of the Secretary or an Assistant Secretary of ACS attesting as to the incumbency and signature of each officer of ACS who shall execute this Agreement or any other Buyer Transaction Agreement; (g) a duly executed copy of the Transition Services Agreement; (h) a duly executed copy of the Sublease Agreement; (i) a duly executed copy of the Non-competition Agreement; (j) a duly executed copy of the guarantee of the Lease Agreement, dated September 29, 2000, between Willxxx X. Xxxxx xxx Marixxx Xxxxx xxx Government Records Services, Inc.; and (k) a duly executed copy of the Data Updating Agreement.

Deliveries by Buyer to Seller. At the Closing, in addition to making the payments described in Sections 3.2(a) and (b)documents required by Article VIII, Buyer shall deliver deliver, or shall cause to be delivered, to Seller the following: (a) [intentionally omitted]a wire transfer of immediately available funds (to an account specified by Seller in writing to Buyer at least 48 hours prior to the Closing) in an amount equal to the Closing Payment Amount; (b) [intentionally omitted]the Assignment, Assumption and Admission Agreement, substantially in the form of Exhibit A, duly executed by Buyer and TCC; (c) a certificate of a duly authorized officer the Secretary or an Assistant Secretary of Buyer, dated as of the Closing Date, setting forth attesting to (i) the certificate of formation of Buyer; (ii) the resolutions of the board Board of directors of Buyer Managers authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date; date hereof and (diii) a certificate of a duly authorized officer of ACS, dated the Closing Date, setting forth the resolutions of the special transaction committee of ACS authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date; (e) a certificate of the Secretary or an Assistant Secretary of Buyer attesting as to the incumbency and signature of each officer of Buyer who shall execute has executed this Agreement or any other document or instrument delivered in connection herewith; (d) a release, substantially in the form attached hereto as Exhibit B, duly executed by TCC and the Joint Venture, pursuant to which TCC and the Joint Venture shall release certain Claims against the Seller Parties; (e) copies of all consents, waivers or other authorizations, if any, required to be obtained by Buyer Transaction in order to consummate the transactions contemplated by this Agreement;; and (f) a certificate of the Secretary or an Assistant Secretary of ACS attesting Escrow Agreement, substantially in the form attached hereto as to the incumbency and signature of each officer of ACS who shall execute this Agreement or any other Buyer Transaction Agreement; (g) a Exhibit C, duly executed copy of the Transition Services Agreement; (h) a duly executed copy of the Sublease Agreement; (i) a duly executed copy of the Non-competition Agreement; (j) a duly executed copy of the guarantee of the Lease Agreement, dated September 29, 2000, between Willxxx X. Xxxxx xxx Marixxx Xxxxx xxx Government Records Services, Inc.; and (k) a duly executed copy of the Data Updating Agreementby Buyer.

Deliveries by Buyer to Seller. At the Closing, in addition to making the payments described in Sections 3.2(a) and (b), Buyer shall deliver to Seller the following: (a) [intentionally omitted]A wire transfer of immediately available funds to an account designated by Seller in an amount equal to the Cash Purchase Price; (b) [intentionally omitted]The Seller Note; (c) a First mortgages or deeds of trust on the Owned Real Property to secure the Seller Note in such form and substance as is required in the applicable state where the security is to be recorded, each in the applicable form attached hereto as Attachment IX; (d) The Sub-Lease Agreement, substantially in the form of Attachment VII; (e) The Transition Services Agreement, substantially in the form of Attachment VIII; (f) A certificate of a duly an authorized officer of Buyer, dated the Closing Date, setting forth Buyer certifying as to the resolutions of the board Board of directors Directors of Buyer authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, hereby and certifying that such resolutions were duly adopted and have not been amended or rescinded or amended as of the Closing Date; (d) a certificate of a duly authorized officer of ACS, dated the Closing Date, setting forth the resolutions of the special transaction committee of ACS authorizing the execution and delivery of this Agreement remain in full force and the consummation of the transactions contemplated hereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date; (e) a certificate of the Secretary or an Assistant Secretary of Buyer attesting as to the incumbency and signature of each officer of Buyer who shall execute this Agreement or any other Buyer Transaction Agreement; (f) a certificate of the Secretary or an Assistant Secretary of ACS attesting as to the incumbency and signature of each officer of ACS who shall execute this Agreement or any other Buyer Transaction Agreementeffect; (g) a duly executed copy A certificate of an authorized officer of Buyer certifying as to the Transition Services accuracy of its representations and warranties, the performance and observance of its covenants and the compliance with the conditions precedent contained in Articles V, VII VIII, X and XI, respectively of this Agreement;; and (h) a duly executed copy Such other instruments or documents as may be reasonably necessary and satisfactory in form and substance to Seller for assumption of liabilities and obligations and in order to carry out the Sublease Agreement; (i) a duly executed copy of transactions contemplated hereby and to comply with the Non-competition Agreement; (j) a duly executed copy of the guarantee of the Lease Agreement, dated September 29, 2000, between Willxxx X. Xxxxx xxx Marixxx Xxxxx xxx Government Records Services, Inc.; and (k) a duly executed copy of the Data Updating Agreementterms hereof.

Deliveries by Buyer to Seller. At the Closing, in addition to making the payments described in Sections 3.2(a) and (b), Buyer shall deliver to Seller the followingSeller: (a) [intentionally omitted] (b) [intentionally omitted] (c) a certificate of a duly authorized officer of Buyer, dated the Closing Date, setting forth the resolutions of the board of directors of Buyer authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date; (d) a certificate of a duly authorized officer of ACS, dated the Closing Date, setting forth the resolutions of the special transaction committee of ACS authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date; (e) a certificate of the Secretary or an Assistant Secretary of Buyer attesting as to the incumbency and signature of each officer of Buyer who shall execute this Agreement or any other Buyer Transaction Agreement; (f) a certificate of the Secretary or an Assistant Secretary of ACS attesting as to the incumbency and signature of each officer of ACS who shall execute this Agreement or any other Buyer Transaction Agreement; (g) a duly executed copy of the Transition Services Agreement; (h) a duly executed copy of the Sublease Agreement; (i) An amount in cash equal to the Purchase Price minus the Reserve Escrow Amount in immediately available funds by wire transfer to a bank account of Sellers as designated by Sellers, by notice to Buyer, which notice shall be delivered not later than two Business Days prior to the Closing Date (or if not so designated, then by certified or official bank check payable in immediately available funds to the order of Sellers in such amount). (ii) A copy of each of the following documents duly executed copy by Buyer: (1) The Supplemental Indenture as required by Article 11 of the Non-competition AgreementIndenture dated December 4, 2002 between CCHCI (as the issuer of certain Debentures aggregating $2,062,000 to Trust I) and State Street Bank and Trust Company of Connecticut, N.A. (as trustee); (j2) a duly executed copy The Supplemental Indenture as required by Article 11 of the guarantee Indenture dated May 15, 2003 between CCHCI (as the issuer of certain Debentures aggregating $6,186,000 to Trust II) and U.S. Bank National Association (as trustee); (3) The Supplemental Indenture as required by Article 11 of the Lease AgreementIndenture dated May 12, dated September 29, 2000, 2004 between Willxxx X. Xxxxx xxx Marixxx Xxxxx xxx Government Records Services, Inc.CCHCI (as the issuer of certain Debentures aggregating $2,062,000 to Trust III) and U.S. Bank National Association (as trustee); and (kiii) a duly executed A copy of the Data Updating Agreementlegal opinions required by Sections 9.5 and 11.3 of each such Indenture and any other documents required thereby, all in customary form acceptable to and executed by the respective trustees as set forth in the Indentures. (iv) The acceptance of the resignation of Hxxxxx G. Xxxxx as an administrator of the Trusts, and the appointment of such replacements thereof as are required by the Amended and Restated Declaration of Trust of the Trusts. (v) All documents Sellers may reasonably request relating to the existence of Buyer and the authority of Buyer to enter into and perform this Agreement (such as secretary’s certificates, certified copies of Buyer’s charter and by-laws, and good standing and bring-down certificates), all in form and substance reasonably satisfactory to Sellers.

Deliveries by Buyer to Seller. At the Closing, in addition to making the payments described in Sections 3.2(a) Mobilepro and (b), Buyer shall deliver to Seller the following: 3.3.1 the Purchase Price, payable in accordance with Sections 2.3, including, but not limited to, a stock certificate representing the Common Shares issued in the name of “TeleCommunication Systems, Inc.”; 3.3.2 evidence reasonably satisfactory to Seller that the Common Shares have been duly authorized to be issued and delivered in accordance with Section 2.3; 3.3.3 counterpart of the Assumption Agreement in substantially the form of Exhibit D, dated the Execution Date and duly executed by an authorized officer of Buyer assuming obligations of Seller under the Assumed Contracts arising after the Effective Time; (a) [intentionally omitted] (b) [intentionally omitted] (c) a certificate of dated the Closing Date and executed by a duly authorized officer of Buyer, dated certifying (i) that the representations and warranties of Buyer contained herein are true and correct in all material respects as of the Closing Date, setting forth with the same force and effect as if made as of the Closing Date (other than such representations and warranties that are expressly made as of another date); and (ii) that all of the covenants and agreements to be performed by Buyer on or prior to the Closing under this Agreement have been performed; and (b) a certificate dated the Closing Date and executed by a duly authorized officer of Mobilepro, certifying (i) that the representations and warranties of Mobilepro contained herein are true and correct in all material respects as of the Closing Date, with the same force and effect as if made as of the Closing Date (other than such representations and warranties that are expressly made as of another date); and (ii) that all of the covenants and agreements to be performed by Mobilepro on or prior to the Closing under this Agreement have been performed; (a) a certificate of Buyer’s Secretary (i) attaching copies of resolutions of the board Board of directors Directors of Buyer authorizing and approving the execution and delivery of this Agreement and the Ancillary Agreements by Buyer and the consummation by Buyer of the transactions contemplated hereby, hereby and thereby and (ii) certifying that such resolutions were the officers of Buyer executing this Agreement and the Ancillary Agreements have been duly adopted elected and have not been rescinded or amended as the appropriate authority on behalf of Buyer to enter into this Agreement and the Closing Date;Ancillary Agreements; and (db) a certificate of a duly authorized officer Mobilepro’s Secretary (i) attaching copies of ACS, dated the Closing Date, setting forth the resolutions of the special transaction committee Board of ACS Directors of Mobilepro authorizing and approving the execution and delivery of this Agreement and the Ancillary Agreements by Mobilepro and the consummation by Mobilepro of the transactions contemplated hereby, hereby and thereby and (ii) certifying that such resolutions were the officers of Mobilepro executing this Agreement and the Ancillary Agreements have been duly adopted elected and have not been rescinded or amended as the appropriate authority on behalf of Mobilepro to enter into this Agreement and the Closing DateAncillary Agreements; (e) a certificate of the Secretary or an Assistant Secretary of Buyer attesting as to the incumbency and signature of each officer of Buyer who shall execute this Agreement or any other Buyer Transaction Agreement; (f) a certificate of the Secretary or an Assistant Secretary of ACS attesting as to the incumbency and signature of each officer of ACS who shall execute this Agreement or any other Buyer Transaction Agreement; (g) a duly executed copy 3.3.6 counterpart of the Transition Services AgreementAgreement in substantially the form of Exhibit E, dated the Execution Date and duly executed by an authorized officer of Seller; (h) a 3.3.7 the Registration Rights Agreement in substantially the form of Exhibit F, dated the Closing Date and duly executed copy by an authorized officer of the Sublease Agreement; (i) a duly executed copy of the Non-competition Agreement; (j) a duly executed copy of the guarantee of the Lease Agreement, dated September 29, 2000, between Willxxx X. Xxxxx xxx Marixxx Xxxxx xxx Government Records Services, Inc.Mobilepro; and (k) a duly executed copy of 3.3.8 such other documents and instruments as are reasonably required to be delivered to Seller by Buyer in order to effect the Data Updating Agreementtransactions contemplated by this Agreement in accordance with the terms and conditions hereof.

Deliveries by Buyer to Seller. At the Closing, in addition to making the payments described in Sections 3.2(a) and (b), Buyer shall deliver to Seller the following: (a) [intentionally omitted]the Initial Purchase Price, payable in accordance with Section 2.02; (b) [intentionally omitted]the Assignment and Assumption Agreement in substantially the form of Exhibit C, dated the Closing Date and duly executed by an authorized officer of Buyer, assuming obligations of Seller under the Assumed Contracts arising after the Closing Date; (c) an escrow agreement in substantially the form of Exhibit J attached hereto dated the Closing Date, among a certificate of mutually agreeable escrow agent, Seller and Buyer; (d) a certificate, dated the Closing Date and executed by a duly authorized officer of Buyer, dated certifying (i) that the representations and warranties of Buyer contained herein are true and correct; and (ii) that all of the covenants and agreements to be performed by Buyer on or prior to the Closing Dateunder this Agreement have been performed; (e) a certificate of Buyer’s Secretary (i) certifying that the officers of Buyer executing this Agreement and the Transaction Documents have been duly elected and have the appropriate capacity on behalf of Buyer to enter into this Agreement and the Transaction Documents, setting forth the (ii) attaching copies of resolutions of the board Board of directors Directors of the Buyer authorizing and approving the execution and delivery of this Agreement and the Transaction Documents by the Buyer and the consummation by the Buyer of the transactions contemplated herebyhereby and thereby, and certifying that such resolutions were duly adopted (iii) attaching a correct and have not been rescinded or amended complete copy of the By-Laws of Buyer as of at the Closing Date; (d) a certificate of a duly authorized officer of ACS, dated the Closing Date, setting forth the resolutions of the special transaction committee of ACS authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date; (e) a certificate of the Secretary or an Assistant Secretary of Buyer attesting as to the incumbency and signature of each officer of Buyer who shall execute this Agreement or any other Buyer Transaction Agreement;; and (f) a certificate of such other documents and instruments as are reasonably required to be delivered to Seller by Buyer in order to effect the Secretary or an Assistant Secretary of ACS attesting as to the incumbency and signature of each officer of ACS who shall execute transactions contemplated by this Agreement or any other Buyer Transaction Agreement; (g) a duly executed copy of in accordance with the Transition Services Agreement; (h) a duly executed copy of the Sublease Agreement; (i) a duly executed copy of the Non-competition Agreement; (j) a duly executed copy of the guarantee of the Lease Agreement, dated September 29, 2000, between Willxxx X. Xxxxx xxx Marixxx Xxxxx xxx Government Records Services, Inc.; and (k) a duly executed copy of the Data Updating Agreementterms and conditions hereof.