Common use of Deliveries by Parent Clause in Contracts

Deliveries by Parent. (a) At the Closing, Parent shall deliver, or cause to be delivered, to Purchaser the following: (i) certified copies of (A) the Sale Approval Order, which shall not have been modified or amended in a manner materially adverse to Purchaser that has not been agreed to in writing by Purchaser, and (B) all other Orders of the Bankruptcy Court pertaining to the transactions contemplated by this Agreement; (ii) true, correct and complete copies of the articles of incorporation of Parent, including any amendments thereto, duly certified as of a recent date by the Secretary of State of Delaware; (iii) true, correct and complete copies of the charter of the Bank, and any amendments thereto, duly certified as of a recent date by the Office of Thrift Supervision; (iv) true, correct and complete copies of the articles of incorporation of the Bank Subsidiary, including any amendments thereto, duly certified as of a recent date by the Secretary of State of Illinois; (v) a certificate of good standing, dated as of a recent date, issued by the Secretary of State of Delaware, duly certifying as to the existence and good standing of Parent under the laws of the State of Delaware; (vi) a certificate of good standing, dated as of a recent date, issued by the Office of Thrift Supervision, duly certifying as to the existence and good standing of the Bank under the laws of the United States; (vii) a certificate of good standing, dated as of a recent date, issued by the Secretary of State of Illinois, duly certifying as to the existence and good standing of the Bank Subsidiary under the laws of the State of Illinois; (viii) a letter, dated as of a recent date, from the Office of Thrift Supervision, to the effect that Parent is a registered thrift holding company under HOLA; (ix) a certificate, dated as of a recent date, issued by the FDIC, duly certifying that the deposits of the Bank are insured by the FDIC under the Federal Deposit Insurance Act; (x) the certificates required to be delivered pursuant to Section 7.3(c); (xi) an executed counterpart to the Escrow Agreement; (xii) stock certificates representing all of the issued and outstanding Shares, duly endorsed in blank (or accompanied by duly executed stock powers); (xiii) a receipt for the Purchase Price; (xiv) resignations, effective as of the Closing, of all directors of the Bank and the Bank Subsidiary, except for such persons as shall have been designated in writing prior to the Closing by Purchaser to Parent to remain in such positions immediately following the Closing; (xv) Deposit release instructions; and (xvi) all other previously undelivered documents and certificates required to be delivered by Parent to Purchaser at or prior to the Closing pursuant to this Agreement.

Deliveries by Parent. (a) At the Closing, Parent shall deliver, or cause to be delivered, to Purchaser the Shareholders' Representatives, on behalf of the Shareholders, the following: duly executed stock certificates representing the Initial Distribution Shares in the names specified in column 1 of Annex B to the Applicable Joinder Agreements and in the denominations set forth in column 3(a) thereof; the SCCA Expenses Reserve in United States dollars by wire transfer to an account designated by the Shareholders' Representatives at least three Business Days prior to the Closing Date; the executive officer certificate referred to in clause (ii) of Section 9.3 hereof; the opinions of counsel referred to in Section 9.4 hereof; executed counterparts of any Consents obtained pursuant to Section 6.3 hereof and not previously delivered to the Sellers' Representatives pursuant to such Section; a copy of the Articles of Amendment and Restatement of Parent adopted pursuant to Section 1.9(a)(i)(A), in the form attached hereto as Annex I, as certified by the Secretary of State of Maryland, and a copy of the Amended Parent By-laws adopted pursuant to Section 1.9(a)(ii), as certified by the Secretary of Parent together with evidence reasonably satisfactory to the Sellers' Representatives showing that the JLW Directors shall have been elected to the Board (and that the only other directors on the Board shall be the Parent Directors), effective immediately following the Closing, and that Cxxxx Xxxxxxx and Mxxx Xxxxx shall have been elected by the Board to the offices of President, Deputy Chief Executive Officer and Chief Operating Officer of Parent, and Deputy Chairman of the Board of Parent, respectively, effective immediately following the Closing; and all other previously undelivered documents, instruments or writings required to be delivered by Parent to the Shareholders or the Sellers' Representatives at or prior to the Closing, pursuant to this Agreement or any other Operative Agreement. (b) At the Closing, Parent shall deliver, or cause to be delivered, to the Escrow Agent, the following: (i) certified copies of (A) a certificate issued in the Sale Approval Order, which shall not have been modified or amended in a manner materially adverse to Purchaser that has not been agreed to in writing by Purchaser, and (B) all other Orders name of the Bankruptcy Court pertaining to Escrow Agent or its nominee representing the transactions contemplated by this Agreement;Adjustment Shares; and (ii) true, correct and complete copies a certificate issued in the name of the articles of incorporation of Parent, including any amendments thereto, duly certified as of a recent date by the Secretary of State of Delaware; (iii) true, correct and complete copies of the charter of the Bank, and any amendments thereto, duly certified as of a recent date by the Office of Thrift Supervision; (iv) true, correct and complete copies of the articles of incorporation of the Bank Subsidiary, including any amendments thereto, duly certified as of a recent date by the Secretary of State of Illinois; (v) a certificate of good standing, dated as of a recent date, issued by the Secretary of State of Delaware, duly certifying as to the existence and good standing of Parent under the laws of the State of Delaware; (vi) a certificate of good standing, dated as of a recent date, issued by the Office of Thrift Supervision, duly certifying as to the existence and good standing of the Bank under the laws of the United States; (vii) a certificate of good standing, dated as of a recent date, issued by the Secretary of State of Illinois, duly certifying as to the existence and good standing of the Bank Subsidiary under the laws of the State of Illinois; (viii) a letter, dated as of a recent date, from the Office of Thrift Supervision, to the effect that Parent is a registered thrift holding company under HOLA; (ix) a certificate, dated as of a recent date, issued by the FDIC, duly certifying that the deposits of the Bank are insured by the FDIC under the Federal Deposit Insurance Act; (x) the certificates required to be delivered pursuant to Section 7.3(c); (xi) an executed counterpart to Escrow Agent or its nominee representing the Escrow Agreement; (xii) stock certificates representing all of the issued and outstanding Shares, duly endorsed in blank (or accompanied by duly executed stock powers); (xiii) a receipt for the Purchase Price; (xiv) resignations, effective as of the Closing, of all directors of the Bank and the Bank Subsidiary, except for such persons as shall have been designated in writing prior to the Closing by Purchaser to Parent to remain in such positions immediately following the Closing; (xv) Deposit release instructions; and (xvi) all other previously undelivered documents and certificates required to be delivered by Parent to Purchaser at or prior to the Closing pursuant to this Agreement.

Deliveries by Parent. (a) At the Closing, Parent shall deliver, or cause to be delivered, to Purchaser Buyer, the followingfollowing items: (i1) certified copies of (A) Certificates for the Sale Approval OrderShares, which shall not have been modified duly endorsed in blank or amended with stock powers duly endorsed in a manner materially adverse blank, together with such other documents, instruments or agreements necessary to Purchaser that has not been agreed to transfer good and valid title in writing by Purchaser, and (B) all other Orders of the Bankruptcy Court pertaining to the transactions contemplated by this AgreementShares to Buyer, free and clear of any Lien; (ii2) true, correct and complete copies of the articles of incorporation of Parent, including any amendments thereto, duly The ERC Organizational Certificate certified as of a the most recent practicable date by the Secretary of State of Delawarethe State of Michigan; (iii3) true, correct and complete copies A certificate from the appropriate Governmental Authority as to the good standing (or equivalent status) of ERC as of the charter most recent practicable date in its jurisdiction of the Bank, incorporation and any amendments thereto, duly certified as of a recent date by the Office of Thrift Supervisioneach jurisdiction in which ERC is qualified or licensed to do business; (iv4) true, correct and complete copies A certificate of the articles of incorporation of the Bank Subsidiary, including any amendments thereto, duly certified as of a recent date by the Secretary of State of Illinois; (v) a certificate of good standing, dated as of a recent date, issued by the Secretary of State of Delaware, duly ERC certifying as to the existence ERC Organizational Certificate and good standing of Parent under the laws of the State of DelawareBy-Laws; (vi5) A written resignation from each director of ERC and an acknowledgement from each officer of ERC as Buyer shall request that he/she shall no longer have authority to execute documents on behalf of ERC or otherwise bind ERC; (6) ERC’s original corporate record books and stock record books; (7) A duly executed opinion of in-house counsel to Parent and ERC in a form reasonably satisfactory to Buyer; (8) Evidence of termination, in form and substance reasonably satisfactory to Buyer, of all of the intercompany arrangements set forth on Parent Disclosure Schedule 3.01(b); (9) A properly executed affidavit of non-foreign status in a form reasonably acceptable to Buyer; (10) An incumbency certificate of good standing, dated as of a recent date, issued by the Office of Thrift Supervision, duly Parent certifying as to the existence and good standing signatures of the Bank under the laws of the United States; (vii) a certificate of good standing, dated as of a recent date, issued by the Secretary of State of Illinois, duly certifying as to the existence and good standing of the Bank Subsidiary under the laws of the State of Illinois; (viii) a letter, dated as of a recent date, from the Office of Thrift Supervision, to the effect that Parent is a registered thrift holding company under HOLA; (ix) a certificate, dated as of a recent date, issued by the FDIC, duly certifying that the deposits of the Bank are insured by the FDIC under the Federal Deposit Insurance Act; (x) the certificates required to be delivered pursuant to Section 7.3(c); (xi) an executed counterpart to the Escrow Agreement; (xii) stock certificates representing all of the issued and outstanding Shares, duly endorsed its officers executing documents in blank (or accompanied by duly executed stock powers); (xiii) a receipt for the Purchase Price; (xiv) resignations, effective as of the Closing, of all directors of the Bank and the Bank Subsidiary, except for such persons as shall have been designated in writing prior to the Closing by Purchaser to Parent to remain in such positions immediately following the Closing; (xv) Deposit release instructionsconnection herewith; and (xvi11) all Pay-off letter with respect to the intercompany account Buyer will pay in full at Closing as set forth on Parent Disclosure Schedule 3.01(b) and any necessary, fully executed (but unfiled) UCC termination statements or other previously undelivered documents and certificates releases as may be reasonably required to be delivered by Parent to Purchaser at or prior to evidence the Closing pursuant to this Agreementsatisfaction of such indebtedness.

Deliveries by Parent. (a) At the Closing, Parent shall deliver, will deliver or cause to be delivered, delivered to Purchaser the followingStockholder or the Escrow Agent on behalf of the Stockholder: (ia) certified copies resolutions adopted by the board of (A) directors of Parent, as sole stockholder of Merger Sub, approving the Sale Approval Order, which shall not have been modified or amended in a manner materially adverse to Purchaser that has not been agreed to in writing by Purchaser, and (B) all other Orders consummation of the Bankruptcy Court pertaining to Merger and the transactions contemplated by this Agreement, certified by the Secretary of Parent as of the Closing Date; (iib) true, correct and complete copies resolutions adopted by Merger Sub’s board of directors approving the consummation of the Merger and the transactions contemplated by this Agreement, certified by the Secretary of Merger Sub as of the Closing Date; (c) a copy of the certificate of incorporation of Parent and articles of incorporation of ParentMerger Sub, including any with all amendments thereto, duly certified as of a recent date by the Secretary of State of Delawarethe States of Delaware and Michigan, respectively, as of a date not later than thirty (30) Business Days before the Closing Date; (iiid) true, correct a copy of Parent’s and complete copies of the charter of the Bank, and any amendments thereto, duly Merger Sub’s good standing certificate certified as of a recent date by the Office of Thrift Supervision; (iv) true, correct and complete copies of the articles of incorporation of the Bank Subsidiary, including any amendments thereto, duly certified as of a recent date by the Secretary of State of Illinois;the States of Delaware and Michigan, respectively, as of a date not later than fifteen (15) Business Days before the Closing Date. (ve) a certificate from each of good standingParent and Merger Sub, signed by the Secretary of Parent and Merger Sub, respectively, dated as of the Closing Date, attesting to the authority and verifying the signature of each Person who signed this Agreement or any other agreement, instrument or certificate delivered in connection with the Merger and the transactions contemplated hereby on behalf of Parent and Merger Sub; (f) the Escrow Agreement, duly executed by Parent; (g) the Note, duly executed by Parent; (h) the Merger Consideration; (i) the Investor Guaranty, duly executed by Xxxx Xxxxxxx; (j) the Closing Escrow Deposit; (k) the Existing LC’s shall be delivered to the Stockholder for cancellation; and (l) such other instruments as shall be reasonably requested by the Stockholder to consummate the Merger and effect the transactions contemplated by this Agreement, including, without limitation, a recent date, issued by duly executed Certificate of Merger to be filed with the Secretary of State of Delaware, duly certifying as to the existence and good standing of Parent under the laws of the State of Delaware; (vi) a certificate of good standing, dated as of a recent date, issued by Michigan in accordance with the Office of Thrift Supervision, duly certifying as to the existence and good standing provisions of the Bank under the laws of the United States; (vii) a certificate of good standing, dated as of a recent date, issued by the Secretary of State of Illinois, duly certifying as to the existence and good standing of the Bank Subsidiary under the laws of the State of Illinois; (viii) a letter, dated as of a recent date, from the Office of Thrift Supervision, to the effect that Parent is a registered thrift holding company under HOLA; (ix) a certificate, dated as of a recent date, issued by the FDIC, duly certifying that the deposits of the Bank are insured by the FDIC under the Federal Deposit Insurance Act; (x) the certificates required to be delivered pursuant to Section 7.3(c); (xi) an executed counterpart to the Escrow Agreement; (xii) stock certificates representing all of the issued and outstanding Shares, duly endorsed in blank (or accompanied by duly executed stock powers); (xiii) a receipt for the Purchase Price; (xiv) resignations, effective as of the Closing, of all directors of the Bank and the Bank Subsidiary, except for such persons as shall have been designated in writing prior to the Closing by Purchaser to Parent to remain in such positions immediately following the Closing; (xv) Deposit release instructions; and (xvi) all other previously undelivered documents and certificates required to be delivered by Parent to Purchaser at or prior to the Closing pursuant to this AgreementBCA.