Common use of Deliveries by Buyer Clause in Contracts

Deliveries by Buyer. At or prior to the Closing, Buyer will deliver the following to Seller: (a) the Assignment and Assumption Agreement, duly executed by Buyer; (b) the Transitional Services Agreement, duly executed by Buyer; (c) the certificate contemplated by Section 8.3(c); (d) all consents, waivers, or approvals obtained by Buyer from third parties in connection with this Agreement; (e) a long-form certificate of good standing with respect to Buyer, to the extent applicable (dated as of a recent date prior to the Closing Date but in no event more than 15 Business Days before the Closing Date), issued by the Secretary of State (or other duly authorized official) of the State of Delaware; (f) a copy, certified by an authorized officer of Buyer, of resolutions authorizing the execution and delivery of this Agreement and the Ancillary Agreements and instruments attached as exhibits hereto and thereto, and the consummation of the transactions contemplated hereby and thereby, together with a certificate by the Secretary of Buyer as to the incumbency of those officers authorized to execute and deliver this Agreement and the Ancillary Agreements; (g) all such other documents, instruments, and undertakings as are reasonably requested by Seller in connection with the assumption by Buyer of the Assumed Obligations in accordance with this Agreement or any Ancillary Agreement; and (h) such other agreements, documents, instruments and writings as are required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement or any Ancillary Agreement.

Deliveries by Buyer. At or prior to the Closing, Buyer will deliver the following to Seller: (a) the Assignment and Assumption Agreement, duly executed by Buyer; (b) the Transitional Services Agreement, duly executed certificate contemplated by BuyerSection 9.3(c); (c) the certificate contemplated by Section 8.3(c); (d) all consents, waivers, or approvals obtained by Buyer from third parties in connection with this Agreement; (ed) a long-form certificate of good standing with respect to Buyer, to the extent applicable (dated as of a recent date prior to the Closing Date but in no event more than 15 fifteen (15) Business Days before the Closing Date), issued by the Secretary of State (or other duly authorized official) of the State States of DelawareSouth Dakota and Colorado, as applicable; (fe) a copy, certified by an authorized officer of Buyer, of resolutions authorizing the execution and delivery of this Agreement and the Ancillary Agreements and instruments attached as exhibits hereto and thereto, and the consummation of the transactions contemplated hereby and thereby, together with a certificate by the Secretary of Buyer as to the incumbency of those officers authorized to execute and deliver this Agreement and the Ancillary Agreementsinstruments attached as exhibits hereto and thereto; (gf) all such other documents, instruments, and undertakings as are reasonably requested by Seller in connection with the assumption by Buyer the Companies of the Assumed Obligations Obligations, and by Buyer in connection with the transfer of the Company Interests, in accordance with this Agreement or any Ancillary Agreement; and (hg) such other agreements, documents, instruments and writings as are required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement or any Ancillary Agreement.

Deliveries by Buyer. At or prior Subject to the terms and conditions of this Agreement, at the Closing, Buyer will deliver the following to SellerSellers or the Escrow Agent, as applicable: (a) To Sellers, the Assignment and Assumption Closing Notes, for an aggregate amount equal to the Closing Payment less the Escrow Amount as set forth in Section 1.1 of this Agreement, duly executed such Closing Notes to be payable on the first business day after the Closing Date by Buyerwire transfer of immediately available funds to the accounts that have been designated by Sellers’ Representative to Buyer as soon as reasonably practicable prior to the Closing Date; (b) To the Transitional Services Escrow Agent, the Escrow Amount, in immediately available funds, as set forth in Section 1.1 of this Agreement, duly executed by Buyer; (c) To Sellers, a certificate of an appropriate officer of Buyer, dated the certificate contemplated by Closing Date and stating that the conditions set forth in Section 8.3(c)6.2(a) and (b) of this Agreement have been satisfied; (d) all consentsA copy, waivers, or approvals obtained duly executed by Buyer from third parties in connection with this and the Escrow Agent, of the Escrow Agreement; (e) a long-form certificate of good standing with respect to Buyer, to the extent applicable (dated as of a recent date prior to the Closing Date but in no event more than 15 Business Days before the Closing Date), issued by the Secretary of State (or other duly authorized official) of the State of DelawareThe Put/Call Agreement; (f) a copy, certified by an authorized officer of Buyer, of resolutions authorizing the execution and delivery of this Agreement and the Ancillary Agreements and instruments attached as exhibits hereto and thereto, and the consummation Each of the transactions contemplated hereby and thereby, together with a certificate by the Secretary of Buyer as to the incumbency of those officers authorized to execute and deliver this Agreement and the Ancillary AgreementsRestated Leases; (g) all such other documents, instruments, and undertakings as are reasonably requested by Seller in connection with the assumption by Buyer of the Assumed Obligations in accordance with this Agreement or any Ancillary The Environmental Remediation Agreement; and (h) such All other agreements, documents, instruments and writings as are required to be delivered by Buyer at or (to the extent not previously delivered) prior to the Closing Date pursuant to under this Agreement or any Ancillary Agreement.

Deliveries by Buyer. At or prior to the Closing, Buyer will deliver the following to Seller: (a) the Assignment and Assumption Agreement, duly executed by Buyer; (b) the Transitional Services Agreement, duly executed certificate contemplated by BuyerSection 9.3(c); (c) the certificate contemplated by Section 8.3(c); (d) all consents, waivers, or approvals obtained by Buyer from third parties in connection with this Agreement; (ed) a long-form certificate of good standing with respect to Buyer, to the extent applicable (dated as of a recent date prior to the Closing Date but in no event more than 15 fifteen (15) Business Days before the Closing Date), issued by the Secretary of State (or other duly authorized official) of the State States of DelawareSouth Dakota, Kansas, Iowa and Nebraska, as applicable; (fe) a copy, certified by an authorized officer of Buyer, of resolutions authorizing the execution and delivery of this Agreement and the Ancillary Agreements and instruments attached as exhibits hereto and thereto, and the consummation of the transactions contemplated hereby and thereby, , 1- LA/903877.26 together with a certificate by the Secretary of Buyer as to the incumbency of those officers authorized to execute and deliver this Agreement and the Ancillary Agreementsinstruments attached as exhibits hereto and thereto; (gf) all such other documents, instruments, and undertakings as are reasonably requested by Seller in connection with the assumption by Buyer of the Assumed Obligations in accordance with this Agreement or any Ancillary Agreement; and (hg) such other agreements, documents, instruments and writings as are required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement or any Ancillary Agreement.

Deliveries by Buyer. At or prior to the Closing, Buyer will deliver the following to Seller: (a) the Assignment and Assumption Agreement, duly executed by Buyer; (b) the Transitional Services Agreement, duly executed certificate contemplated by BuyerSection 9.3(c); (c) the certificate contemplated by Section 8.3(c); (d) all consents, waivers, or approvals obtained by Buyer from third parties in connection with this Agreement; (ed) a long-form certificate of good standing with respect to Buyer, to the extent applicable (dated as of a recent date prior to the Closing Date but in no event more than 15 fifteen (15) Business Days before the Closing Date), issued by the Secretary of State (or other duly authorized official) of the State States of DelawareSouth Dakota and Colorado, as applicable; (fe) a copy, certified by an authorized officer of Buyer, of resolutions authorizing the execution and delivery of this Agreement and the Ancillary Agreements and instruments attached as exhibits hereto and thereto, and the consummation of the transactions contemplated hereby and thereby, together with a certificate by the Secretary of Buyer as to the incumbency of those officers authorized to execute and deliver this Agreement and the Ancillary Agreementsinstruments attached as exhibits hereto and thereto; (gf) all such other documents, instruments, and undertakings as are reasonably requested by Seller in connection with the assumption by Buyer the Companies of the Assumed Obligations Obligations, and by Buyer in connection with the transfer of the Company Interests, in accordance with this Agreement or any Ancillary Agreement; and (hg) such other agreements, documents, instruments and writings as are required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement or any Ancillary Agreement.. 1-LA/917645.9 27

Deliveries by Buyer. At or prior to the Closing, Buyer will deliver the following to Seller: (a) one or more instruments of assignment and assumption, substantially in the form of the Assignment and Assumption Agreement, duly executed and acknowledged by Buyer; (b) the Transitional Services Agreement, duly executed by Buyer; (c) the certificate contemplated by Section 8.3(c); (dc) all consents, waivers, or approvals obtained by Buyer from third parties in connection with this Agreement; (ed) a long-form certificate of good standing with respect to Buyer, to the extent applicable Buyer (dated as of a recent date prior to the Closing Date but in no event more than 15 Business Days before the Closing Date), issued by the Secretary of State (or other duly authorized official) of the State of Delaware; (fe) a copy, certified by an authorized officer of Buyer, of resolutions authorizing the execution and delivery of this Agreement and the Ancillary Agreements and instruments attached as exhibits hereto and theretoAgreements, and the consummation of the transactions contemplated hereby and thereby, together with a certificate by the Secretary of Buyer as to the incumbency of those officers authorized to execute and deliver this Agreement and the Ancillary Agreements; (gf) all such other documents, instruments, and undertakings as are reasonably requested by Seller in connection with the assumption by Buyer of the Assumed Obligations in accordance with this Agreement or any Ancillary Agreement; (g) the Master Lease Agreement duly executed by Buyer; (h) the Sub-Lease Agreements duly executed by Buyer; (i) to the extent not previously delivered to Seller, the evidence contemplated by Section 7.9(f)(iv); and (hj) such other agreements, documents, instruments and writings as are required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement or any Ancillary Agreement.

Deliveries by Buyer. At or prior to the Closing, Buyer will deliver or cause to be delivered to Seller (unless previously delivered) the following to Sellerfollowing: (a) the Assignment and Assumption Agreement, duly executed by BuyerThe Purchase Price referred to in Section 2.2 hereof; (b) A certificate dated within five days prior to the Transitional Services Agreement, duly executed Closing Date issued by Buyerthe Companies Registrar of the State of Israel certifying that Buyer has legal existence in the State of Israel; (c) the A certificate contemplated by Section 8.3(c); (d) all consents, waivers, or approvals obtained by Buyer from third parties in connection with this Agreement; (e) a long-form certificate of good standing with respect to Buyer, to the extent applicable (dated as of a recent date prior to the Closing Date but in no event more than 15 Business Days before the Closing Date), issued executed by the Secretary or comparable officer of State Buyer certifying (or other duly authorized officiali) the names of the State officers of Delaware; (f) a copy, certified by an Buyer authorized officer of Buyer, of resolutions authorizing the execution and delivery of to sign this Agreement and the Ancillary Agreements other agreements, documents and instruments attached as exhibits hereto and theretoexecuted by Buyer pursuant hereto, together with the true signatures of such officers, and (ii) as to copies of resolutions adopted by the consummation Board of Directors or other governing body of Buyer authorizing the appropriate officers of Buyer to execute and deliver this Agreement and all agreements, documents and instruments executed by Buyer pursuant hereto, and to consummate the transactions contemplated hereby and thereby, together with a certificate by the Secretary of Buyer as to the incumbency of those officers authorized to execute and deliver this Agreement that such resolutions are still in effect and the Ancillary Agreementshave not been amended, modified, rescinded or revoked; (gd) all such other documentsThe Transition Services Agreement in the form attached hereto as Exhibit A, instruments, and undertakings as are reasonably requested duly executed by Seller in connection with the assumption by Buyer of the Assumed Obligations in accordance with this Agreement or any Ancillary AgreementBuyer; and (he) such All other agreements, documents, instruments and or writings as are required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement or any Ancillary Agreementotherwise reasonably requested by Seller in connection herewith.

Deliveries by Buyer. At or prior to the Closing, Buyer will deliver the following to Seller:Seller (unless previously delivered): (a) an amount equal to the Assignment and Assumption AgreementPurchase Price, duly executed by Buyerwire transfer of immediately available funds to such account or accounts as may be designated by Seller in writing; (b) all consents, approvals, authorizations, filings and registrations required to be obtained or made by Buyer under applicable law in connection with the Transitional Services transactions contemplated by this Agreement, duly executed by Buyer; (c) the certificate contemplated by Section 8.3(c)all consents and approvals from any parties to any contracts or other agreements with Buyer as more particularly set forth in Schedule 5.06 attached hereto; (d) all consents, waivers, or approvals obtained by Buyer from third parties in connection with this the duly executed Other Vapor Purchase Agreement; (e) a long-form certificate of good standing with respect to Buyer, to the extent applicable (dated as of a recent date prior to the Closing Date but in no event more than 15 Business Days before the Closing Date), issued by the Secretary of State (or other duly authorized official) of the State of Delawareexecuted Flexible Assignment Agreement; (f) a copy, certified by an authorized officer certificate of the Secretary or Assistant Secretary of Buyer, dated the Closing Date setting forth the resolutions of resolutions the Board of Directors of Buyer authorizing the execution and delivery of this Agreement and the Ancillary Agreements and instruments attached as exhibits hereto and thereto, and the consummation of the transactions contemplated hereby and thereby, together with a certificate by certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Secretary of Buyer as to the incumbency of those officers authorized to execute and deliver this Agreement and the Ancillary Agreements;Closing Date; and (g) all such other documents, instruments, instruments and undertakings as are writings reasonably requested by Seller in connection with the assumption by Buyer consummation of the Assumed Obligations in accordance with transactions contemplated by this Agreement or any Ancillary Agreement; and (h) such other agreements, documents, instruments and writings as are required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement or any Ancillary Agreement.

Deliveries by Buyer. At or prior to the Closing, the Buyer will shall deliver or cause to be delivered to the following to SellerTarget (unless otherwise specified and unless previously delivered) the following: (a) By wire transfer of immediately available funds, an amount equal to the Assignment Estimated Initial Purchase Price, less (i) the Escrow Deposit and Assumption Agreement, duly executed by Buyer(ii) the Payoff Amount; (b) By wire transfer of immediately available funds to the Transitional Services AgreementEscrow Agent, duly executed by Buyeran amount equal to the Escrow Deposit; (c) By wire transfer of immediately available funds to each of the certificate contemplated Target’s lenders that have issued a Payoff Letter to the Target, an amount equal to the amount required to be paid to each such lender by Section 8.3(c)the terms of the Payoff Letter issued by such lender; (d) all consents, waivers, or approvals obtained by Buyer from third parties in connection with this A duly executed counterpart of the Escrow Agreement; (e) a longA duly executed counterpart of the Assignment and Assumption; (f) A letter, addressed to each Member, setting forth the terms and conditions of the employment by the Buyer of such Member, including, but not limited to, the amount of the annual base salary, the structure of the annual bonus compensation program and the employee benefits (each such letter being hereinafter an (“Employment Letter”); (g) A duly executed counterpart of each of the non-form competition and non-solicitation agreements for Xxxx Xxxxx and Xxxxxxx Xxxxxxx; (h) A certificate of good standing with respect to Buyer, to the extent applicable (dated Buyer certified as of a recent date not more than fifteen (15) days prior to the Closing Date but in no event more than 15 Business Days before the Closing Date), issued by from the Secretary of State (or other duly authorized official) of the State of Delaware (i) A copy of the 2012 Employment and Retention Bonus Plan, in substantially the form attached hereto as Exhibit K (the “Bonus Plan”); (fj) a copy, certified by an authorized officer of Buyer, of resolutions authorizing A certificate issuing the execution and delivery of this Agreement and the Ancillary Agreements and instruments attached as exhibits hereto and thereto, and the consummation of the transactions contemplated hereby and thereby, together with a certificate by the Secretary of Buyer as to the incumbency of those officers authorized to execute and deliver this Agreement and the Ancillary Agreements; (g) all such other documents, instruments, and undertakings as are reasonably requested by Seller in connection with the assumption by Buyer of the Assumed Obligations in accordance with this Agreement or any Ancillary AgreementWarrants; and (hk) such All other agreements, documents, instruments and writings as are required or reasonably requested by the Target to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement or any Ancillary Agreementotherwise required in connection herewith.

Deliveries by Buyer. At or prior to the Closing, Buyer will deliver or cause to be delivered to Seller (unless previously delivered) the following to Sellerfollowing: (a) the Assignment and Assumption Agreement, duly executed by BuyerThe Purchase Price referred to in Section 2.2 hereof; (b) A certificate dated within five days prior to the Transitional Services Agreement, duly executed Closing Date issued by Buyerthe Companies Registrar of the State of Israel certifying that Buyer has legal existence in the State of Israel; (c) the A certificate contemplated by Section 8.3(c); (d) all consents, waivers, or approvals obtained by Buyer from third parties in connection with this Agreement; (e) a long-form certificate of good standing with respect to Buyer, to the extent applicable (dated as of a recent date prior to the Closing Date but in no event more than 15 Business Days before the Closing Date), issued executed by the Secretary or comparable officer of State Buyer certifying (or other duly authorized officiali) the names of the State officers of Delaware; (f) a copy, certified by an Buyer authorized officer of Buyer, of resolutions authorizing the execution and delivery of to sign this Agreement and the Ancillary Agreements other agreements, documents and instruments attached as exhibits hereto and theretoexecuted by Buyer pursuant hereto, together with the true signatures of such officers, and (ii) as to copies of resolutions adopted by the consummation Board of Directors or other governing body of Buyer authorizing the appropriate officers of Buyer to execute and deliver this Agreement and all agreements, documents and instruments executed by Buyer pursuant hereto, and to consummate the transactions contemplated hereby and thereby, together with a certificate by the Secretary of Buyer as to the incumbency of those officers authorized to execute and deliver this Agreement that such resolutions are still in effect and the Ancillary Agreementshave not been amended, modified, rescinded or revoked; (gd) all such other documentsThe Transition Services Agreement in the form attached hereto as EXHIBIT A, instruments, and undertakings as are reasonably requested duly executed by Seller in connection with the assumption by Buyer of the Assumed Obligations in accordance with this Agreement or any Ancillary AgreementBuyer; and (he) such All other agreements, documents, instruments and or writings as are required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement or any Ancillary Agreementotherwise reasonably requested by Seller in connection herewith.

Deliveries by Buyer. At or prior to the Closing, Buyer will deliver the following to Seller: (a) the Assignment and Assumption Agreement, duly executed by Buyer; (b) the Transitional Services Agreement, duly executed certificate contemplated by BuyerSection 9.3(c); (c) the certificate contemplated by Section 8.3(c); (d) all consents, waivers, or approvals obtained by Buyer from third parties in connection with this Agreement; (ed) a long-form certificate of good standing with respect to Buyer, to the extent applicable (dated as of a recent date prior to the Closing Date but in no event more than 15 fifteen (15) Business Days before the Closing Date), issued by the Secretary of State (or other duly authorized official) of the State States of DelawareSouth Dakota, Kansas, Iowa and Nebraska, as applicable; (fe) a copy, certified by an authorized officer of Buyer, of resolutions authorizing the execution and delivery of this Agreement and the Ancillary Agreements and instruments attached as exhibits hereto and thereto, and the consummation of the transactions contemplated hereby and thereby, 1-LA/903877.26 together with a certificate by the Secretary of Buyer as to the incumbency of those officers authorized to execute and deliver this Agreement and the Ancillary Agreementsinstruments attached as exhibits hereto and thereto; (gf) all such other documents, instruments, and undertakings as are reasonably requested by Seller in connection with the assumption by Buyer of the Assumed Obligations in accordance with this Agreement or any Ancillary Agreement; and (hg) such other agreements, documents, instruments and writings as are required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement or any Ancillary Agreement.

Deliveries by Buyer. At or prior to the Closing, Buyer will deliver shall tender or cause to be tendered to the following to SellerSellers (unless previously delivered) the following: (a) the Assignment and Assumption Agreement, duly executed by BuyerThe Estimated Purchase Price; (b) Instruments of assumption in a form to be agreed upon by Buyer and Sellers (the Transitional Services Agreement"Instruments of Assumption") under which the Buyer shall assume the Assumed Liabilities, duly executed by BuyerBuyer and one or more of the Acquired Companies or one or more of the Subsidiaries; (c) The officer's certificate referred to in Section 7.2(c) (Conditions to Obligations of the certificate contemplated by Section 8.3(c)Sellers) hereof; (d) all consents, waivers, or approvals obtained by Buyer from third parties Duly executed counterparts of the license agreements contemplated in connection with this Section 6.11 including; (i) the License Agreement (COLORLOCK); (ii) the Patent Formula and Know-How License Agreement (Revlon to Buyer); (iii) the License Agreement (Revlon Marks); (iv) the License Agreement (INTERACTIVES); (v) the Toiletries Agreement; (evi) a long-form certificate of good standing with respect to Buyer, to the extent applicable (dated as of a recent date prior to the Closing Date but in no event more than 15 Business Days before the Closing Date), issued by the Secretary of State (or other duly authorized official) of the State of DelawareCosmetics Agreement; (fvii) a copy, certified by an authorized officer of Buyer, of resolutions authorizing the execution and delivery of this Agreement and the Ancillary Agreements and instruments attached as exhibits hereto and thereto, and the consummation of the transactions contemplated hereby and thereby, together with a certificate by the Secretary of Buyer as to the incumbency of those officers authorized to execute and deliver this Agreement and the Ancillary AgreementsSouth Africa Agreement; (gviii) all such other documents, instruments, and undertakings as are reasonably requested by Seller in connection with the assumption by Buyer of the Assumed Obligations in accordance with this Agreement or any Ancillary Charlie Agreement; and (hix) such the Natural Honey Agreement. (e) The Transitional Services Agreements, duly executed by Buyer or one or more of its Affiliates; and (f) All other agreements, documents, instruments and or writings as are required or reasonably requested to be delivered by the Buyer at or prior to the Closing Date pursuant to this Agreement or any Ancillary Agreementotherwise required in connection herewith or therewith.

Deliveries by Buyer. At or prior to the Closing, Buyer will deliver the following to Seller: (a) the Assignment and Assumption Agreement, duly executed by Buyer; (b) the Transitional Services Agreement, duly executed by Buyer; (c) the certificate contemplated by Section 8.3(c); (d) all consents, waivers, or approvals obtained by Buyer from third parties in connection with this Agreement; (e) a long-form certificate of good standing with respect to Buyer, to the extent applicable (dated as of a recent date prior to the Closing Date but in no event more than 15 Business Days before the Closing Date), issued by the Secretary of State (or other duly authorized official) of the State of Delaware; (f) a copy, certified by an authorized officer of Buyer, of resolutions authorizing the execution and delivery of this Agreement and the Ancillary Agreements and instruments attached as exhibits hereto and thereto, and the consummation of the transactions contemplated hereby and thereby, together with a certificate by the Secretary of Buyer as to the incumbency of those officers authorized to execute and deliver this Agreement and the Ancillary Agreements; (g) all such other documents, instruments, and undertakings as are reasonably requested by Seller in connection with the assumption by Buyer of the Assumed Obligations in accordance with this Agreement or any Ancillary Agreement; andand <PAGE> (h) such other agreements, documents, instruments and writings as are required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement or any Ancillary Agreement.