Common use of Deliveries by Buyers Clause in Contracts

Deliveries by Buyers. Buyers shall have delivered or shall have caused to be delivered to Sellers: (i) true and correct copies of (x) each Governing Document respecting each Buyer that has been filed with a state official, certified by the appropriate state official, as of a date within five business days preceding the Closing Date, and (y) each Governing Document respecting each Buyer that has not been filed with a state official, certified as of the Closing Date by the Secretary or any Assistant Secretary of the Buyer to which it relates; (ii) existence and good standing certificates as of a recent date relating to each Buyer from the state in which such member is formed or organized, as the case may be; (iii) resolutions of the Board of Directors of Buyers authorizing the execution and delivery of this Agreement and the performance of the Transaction, certified by the Secretary or any Assistant Secretary of Buyers; (iv) each Ancillary Agreement required to be duly authorized and delivered by any party other than any Seller; (v) a Secretary’s Certificate attesting to the incumbency of the officers of Buyers executing this Agreement and the Ancillary Agreements; (vi) an Officer’s Certificate from Buyers attesting to the matters set forth in Section 6.3(a); (vii) such other instruments executed by Key Texas, in form and substance reasonably satisfactory to Sellers, pursuant to which Key Texas assumes the Assumed Liabilities; (viii) one or more certificates representing the Key Shares, registered in the name of OFS ES; and (ix) such other and further certificates, assurances and documents as may reasonably be required by Sellers in connection with the consummation of the Transaction.

Deliveries by Buyers. To effect the sale and transfer referred -------------------- to in Section 2.1 hereof, Buyers shall have delivered or shall have caused will, at the Closing, deliver to be delivered to SellersSeller: (i) true and correct copies a wire transfer of immediately available funds in the amount of the Base Purchase Price; (xii) a copy of each Governing Document respecting each Buyer that has been filed with a state official, Buyer's Certificate or Articles of Incorporation certified by the appropriate state officialSecretary of State of Delaware or Rhode Island, as appropriate, together with a good standing certificate issued by such Secretary, in each case, as of a date within five not more than ten (10) business days preceding prior to the Closing Date, and (y) each Governing Document respecting each Buyer that has not been filed with a state official, certified as of the Closing Date by the Secretary or any Assistant Secretary of the Buyer to which it relates; (ii) existence and good standing certificates as of a recent date relating to each Buyer from the state in which such member is formed or organized, as the case may be; (iii) resolutions a copy of each Buyer's corporate by-laws certified by the secretary of such Buyer as of the Board Closing Date; (iv) copies of Directors the resolutions and other requisite corporate actions of Buyers each Buyer authorizing the execution and delivery of this Agreement and the performance other documents and instruments to be executed and delivered pursuant to this Agreement, and the consummation by such Buyer of the Transactiontransactions contemplated hereby and thereby, which copies have been certified by the Secretary or any Assistant Secretary secretary of Buyers; (iv) each Ancillary Agreement required to be duly authorized and delivered by any party other than any Sellersuch Buyer as of the Closing Date; (v) a Secretary’s Certificate attesting to the incumbency instruments of assumption of the officers of Buyers executing this Agreement and the Ancillary AgreementsAssumed Liabilities; (vi) an Officer’s Certificate from Buyers attesting a certificate of the secretary of each Buyer dated as of the Closing Date certifying as to the matters set forth in Section 6.3(a);genuineness of the signatures of officers of such Buyer executing any certificate, document, instrument or agreement to be delivered pursuant to this Agreement, which incumbency certificate shall include the true signatures of such officers; and (vii) such other instruments executed by Key Texasdocuments and instruments, including the certificate referred to in form and substance Section 8.1 hereof, as Seller or its counsel reasonably satisfactory shall deem necessary to Sellers, pursuant to which Key Texas assumes consummate the Assumed Liabilities; (viii) one or more certificates representing the Key Shares, registered in the name of OFS ES; and (ix) such other and further certificates, assurances and documents as may reasonably be required by Sellers in connection with the consummation of the Transactiontransactions contemplated hereby.

Deliveries by Buyers. At each respective Closing, the relevant Buyers shall have delivered or shall have caused deliver to be delivered the relevant Sellers as many of the following items as are applicable to Sellersthat particular transaction: (a) A certificate executed on behalf of the relevant Buyers certifying (i) true and correct copies that the minutes of a meeting or meetings of the board of directors or shareholders of the relevant Buyer (x) each Governing Document respecting each Buyer that has been filed with a state official, certified by the appropriate state officialor properly executed consent resolutions in lieu thereof), as of a date within five business days preceding may be required by applicable Law, authorizing the Closing Daterelevant Buyer's execution, delivery and (y) each Governing Document respecting each Buyer that has not been filed with a state official, certified as performance of the Closing Date by the Secretary or any Assistant Secretary of the Buyer to which it relates; transactions contemplated in this Agreement; (ii) existence and good standing certificates as of a recent date relating to each Buyer from the state in which such member is formed or organized, as the case may be; (iii) resolutions of the Board of Directors of Buyers authorizing the execution and delivery of this Agreement and the performance of the Transaction, certified by the Secretary or any Assistant Secretary of Buyers; (iv) each Ancillary Agreement required to be duly authorized and delivered by any party other than any Seller; (v) a Secretary’s Certificate attesting to the incumbency of incumbency, and authenticating the signatures of, the officers of Buyers executing this Agreement and the Ancillary AgreementsInstruments delivered hereunder on behalf of the relevant Buyer; and (iii) that the relevant Buyers have duly performed or complied with in all material respects all covenants, acts and undertakings required in this Agreement and that all of the representations and warranties made by Buyers herein and in any schedules hereto are true, correct and complete in all material respects; (vib) an Officer’s Certificate from Buyers attesting to Certificates of good standing of the matters set forth in Section 6.3(a)relevant Buyers, issued by the respective states of their incorporation; (viic) Such undertakings and instruments of assumption as will be reasonably sufficient to evidence the assumption by the relevant Buyers of the Assumed Liabilities for that particular Business as provided for in Article 2; (d) That portion of the cash purchase price respecting the Assets and Shares then being sold in accordance with Schedule 3.1 hereto, provided that only 75% of the Estimated Net Working Capital of the Business then being sold shall be paid at the Closing for such other instruments executed by Key TexasBusiness in accordance with Section 3.4, in the form and substance of a wire transfer of immediately available federal funds payable to the relevant Sellers as directed by BFI; (e) The applicable Purchase Price Allocation Schedule; (f) The favorable opinion of Superior's General Counsel, reasonably satisfactory to SellersBFI's counsel, pursuant addressing the legal matters referred to which Key Texas assumes the Assumed Liabilitiesin Sections 6.1, 6.2 and 6.3; (viiig) one or more certificates representing the Key Shares, registered in the name of OFS ESSuch additional documents required by Article 8; and (ixh) such Such other and further certificates, assurances consents and documents as Sellers may reasonably be required by Sellers request to effect the transactions specifically provided in connection with this Agreement or the consummation of the TransactionAncillary Instruments.

Deliveries by Buyers. At the Closing, Buyers shall have delivered deliver or shall have caused cause to be delivered to Sellers the following items: (a) the Purchase Price, payable in accordance with Section 2.02(a); (b) a counterpart of each of the Assumption Agreement, and the Transitional Services Agreement duly executed by Buyers; (c) a certificate of the Secretary of each of the Buyer Parties, dated no earlier than 5 Business Days prior to the Closing Date, in a form reasonably satisfactory to Sellers: (i) certifying as to the resolutions of the board of directors (or equivalent governing body) and shareholder of such Buyer Party, in each case to the extent required, authorizing the execution and performance of this Agreement, each of the Buyer Transaction Documents and each of the relevant transactions contemplated herein and therein; and (ii) attesting to the incumbency and signatures of the officers of such Buyer Party; (d) certificate as to the good standing of each of the Buyer Parties issued within ten (10) days prior to the Closing Date by the appropriate Governmental Authority within such jurisdiction where such Buyer Party is organized; (e) the following documents in respect of KNAC LTD: (i) true executed resignation and correct copies mutual releases of (x) each Governing Document respecting each Buyer that has been filed with a state official, certified director and officer of KNAC LTD by KNAC LTD in the appropriate state official, form attached hereto as of a date within five business days preceding the Closing Date, and (y) each Governing Document respecting each Buyer that has not been filed with a state official, certified as of the Closing Date by the Secretary or any Assistant Secretary of the Buyer to which it relatesSchedule 3.03(f)(i); (ii) existence and good standing certificates as of a recent date relating to each Buyer from the state in which such member is formed or organized, as the case may be; (iii) resolutions receipt of the Board of Directors of Buyers authorizing the execution and delivery of this Agreement and the performance Canadian Buyer acknowledging receipt of the Transactionoriginal share certificates, certified by the Secretary or any Assistant Secretary of Buyers; (iv) each Ancillary Agreement required minute books and corporate records related to be duly authorized and delivered by any party other than any Seller; (v) a Secretary’s Certificate attesting to the incumbency of the officers of Buyers executing this Agreement and the Ancillary Agreements; (vi) an Officer’s Certificate from Buyers attesting to the matters set forth in Section 6.3(a); (vii) such other instruments executed by Key Texas, in form and substance reasonably satisfactory to Sellers, pursuant to which Key Texas assumes the Assumed Liabilities; (viii) one or more certificates representing the Key Shares, registered in the name of OFS ESKNAC LTD; and (ixf) such other documents and further certificates, assurances and documents instruments as may Sellers shall reasonably be required by Sellers in connection with request to consummate or evidence the consummation of the Transactiontransactions contemplated hereby.