Deliveries by Parent at the Closing Sample Clauses

Deliveries by Parent at the Closing. At the Closing, simultaneously with the deliveries by PEI specified in Section 5.4, and in addition to any deliveries required to be made by Parent pursuant to any Parent Related Document at the Closing, Parent shall deliver or cause to be delivered to PEI the following: (a) Closing Certificates. Parent shall deliver the certificates required pursuant to Section 5.1. (b) Secretary's Certificate for Parent. Parent shall deliver a certificate executed by the Secretary of Parent dated the Closing Date, (i) verifying that the Articles of Incorporation, including the Certificate of Designation, and the Bylaws (as attached thereto) are true, correct and complete as of the Closing Date, (ii) attesting to all corporate and shareholder action taken by Parent including the resolutions of the Board of Directors and shareholders authorizing the transactions contemplated by this Agreement and all other agreements or matters contemplated hereby or executed in connection herewith, (iii) certifying the names and true signatures of the officers of Parent authorized to sign this Agreement and the Parent Related Agreements to which it is a party, and (iv) attaching certificates dated within ten days of Closing as to the corporate existence and good standing of Parent in the States of Nevada and Texas. (c) Secretary's Certificate for LC. LC shall deliver a certificate executed by the Secretary of LC dated the Closing Date, (i) verifying that the Articles of Organization and Regulations (as attached thereto) are true, correct and complete as of the Closing Date, (ii) attesting to all manager and member action taken by LC including the resolutions of the managers authorizing the transactions contemplated by this Agreement and all other agreements or matters contemplated hereby or executed in connection herewith, (iii) certifying the names and true signatures of the officers or managers of LC authorized to sign this Agreement and the Parent Related Agreements to which it is a party, and (iv) attaching certificates dated within ten days of Closing as to the corporate existence and good standing of LC in the State of Texas.

Deliveries by Parent at the Closing. At Closing, Parent shall deliver, or cause to be delivered, to Sellers’ Representative and the payees referenced in Section 1.3, as applicable, the following: (a) to each of payees referenced in Section 1.3, the applicable Closing Payment, as set forth in the Pre-Closing Statement delivered pursuant to Section 1.4(a); (b) on behalf of the Acquired Companies, to the applicable Indebtedness holders, the amounts necessary for the full discharge of the then outstanding balance of the Payoff Debt (if any) in accordance with the applicable Payoff Letters by wire transfer of immediately available funds to the account(s) designated in such Payoff Letters by the holders of such Indebtedness; (c) to the Sellers’ Representative, the Adjustment Escrow Agreement, duly executed by Parent; (d) to the Sellers’ Representative, the Indemnification Escrow Agreement, duly executed by Parent; (e) to the Sellers’ Representative, the Release of Claims Escrow Agreement, duly executed by Parent; (f) if (x) the S-Corp Tax Opinion (in form mutually agreed upon by Parent and the Sellers’ Representative in good faith) has not been delivered to the Company on or prior to the Closing Date and (y) Parent has determined in accordance with Section 6.33 that the amounts set forth in the Section 357(c) Spreadsheet do not establish to Parent’s good faith satisfaction that the tax basis of the assets of the Company’s “qualified subchapter S subsidiaries” exceed such subsidiaries’ liabilities (for purposes of Section 357(c) of the Code) as of the date of this Agreement, to the Sellers’ Representative, the Special Tax Escrow Agreement, duly executed by Parent; (g) a license agreement, duly executed by Parent or its designated Affiliate, pursuant to and in accordance with Section 6.16(b); and (h) to the Sellers’ Representative, the certificates required by Section 7.3(a) and Section 7.3(b).

Deliveries by Parent at the Closing. At or prior to the Closing, Parent shall deliver to the Stakeholder Representative (i) each of the Transaction Agreements to which Parent is a party (including the Escrow Agreement), duly executed by Parent, (ii) the Officer’s Certificate required by Section 8.3(a)(iv) and (iii) such other agreements and documents as may be reasonably requested by the Company or the Stakeholder Representative customarily provided in connection with transactions of this kind.

Deliveries by Parent at the Closing. At the Closing, Parent shall deliver to each Specified Party a stock certificate evidencing such Specified Party’s Acquired Shares.

Deliveries by Parent at the Closing. At the Closing, Parent shall deliver, or cause to be delivered by the Company, to Buyer the following: (a) a true and correct copy of the Members Schedule to the LLC Agreement reflecting that (i) the Buyer Shares have been issued and duly registered in the name of Buyer and (ii) the Parent Contribution has occurred and the Parent Shares have been issued and duly registered in the name of Parent; (b) duly executed counterparts of the Engineering Design Services Agreement, in substantially the form agreed to by the Parties on the date of this Agreement (the “Engineering Design Services Agreement”); (c) duly executed counterparts of the IP Matters Agreement, in substantially the form agreed to by the Parties on the date of this Agreement (the “IP Matters Agreement”); (d) duly executed counterparts of the Indemnity Agreement, in substantially the form agreed to by the Parties on the date of this Agreement (the “Indemnity Agreement”); (e) duly executed counterparts of the Services Agreement, in substantially the form agreed to by the Parties on the date of this Agreement (the “Services Agreement”); (f) evidence reasonably satisfactory to Buyer that the Restructuring has been completed in accordance with the terms of this Agreement; and (g) a duly executed counterpart to the LLC Agreement.