Common use of Deliveries by Seller at the Closing Clause in Contracts

Deliveries by Seller at the Closing. At the Closing, Seller will deliver to Buyer: (a) an assignment of the Membership Interests executed by Seller to Buyer (the “Assignment of Membership Interests”), substantially in the form of Exhibit E; (b) a certificate executed on behalf of Seller by an officer thereof, dated the Closing Date, certifying that the conditions set forth in Section 5.2(a)-Section 5.2(c) have been fulfilled; (c) all minute books, stock records and register of members of the Company; (d) evidence in form and substance reasonably acceptable to Buyer that all Affiliate Agreements have been terminated as of the Closing with no further Liability to the Company, other than those Affiliate Agreements set forth in Section 7.20 of the Disclosure Schedule; (e) evidence in form and substance reasonably acceptable to Buyer that each of (i) the Conversion and (ii) the Restructuring has been completed; (f) Pay-Off Letters and related releases of Encumbrances and such other documentation in respect of each item of Indebtedness on Section 6.2(f) of the Disclosure Schedule to be paid off, and/or Encumbrances to be released, on the Closing Date (which shall include all Encumbrances listed in Section 1.1(a) of the Disclosure Schedule relating to the Pay-Off Letters), in each case, in form and substance reasonably satisfactory to Buyer; (g) resignations, effective as of immediately after the Closing, of each officer and director (or such equivalent governing body, if any) of the Company set forth on Section 6.2(g) of the Disclosure Schedule, in form and substance reasonably acceptable to Buyer; (h) a Transition Services Agreement, substantially in the form attached hereto as Exhibit F, duly executed by Seller or one of its Affiliates (the “Transition Services Agreement”); (i) (i) a certificate stating that Seller is not a “foreign person” for purposes of Section 1445 of the Code pursuant to Treasury Regulation Section 1.1445-2(b)(2) and (ii) a properly completed and executed Internal Revenue Service Form W-9; (j) the Facilities Operations and Maintenance Agreement (the “Facilities Operations and Maintenance Agreement”), substantially in the form attached hereto as Exhibit H, duly executed by CEIP; and (k) the Assignment and Assumption Agreement (the “Assignment and Assumption Agreement”), substantially in the form attached hereto as Exhibit I, duly executed by CEIP.

Deliveries by Seller at the Closing. At the Closing, Seller will shall deliver to BuyerHoldco: (a) by wire transfer of immediately available funds to an assignment of account designated in writing by Holdco at least 2 Business Days prior to the Membership Interests executed Closing, the fixed amount calculated as set forth on Schedule 4.02(a) (less any portion thereof paid by Seller between the date hereof and the Closing Date), which amount is due and payable by Seller to Buyer (the “Assignment of Membership Interests”), substantially in the form of Exhibit EHoldco; (b) a certificate duly executed on behalf deeds, bills of Seller by an officer thereofsale, dated assignments and other documents and instruments of transfer providing for the Closing Datesale, certifying assignment, transfer, conveyance and delivery of the Acquired Assets in form and substance reasonably satisfactory to Holdco (it being understood that the conditions set forth any such deed, bill of sale, assignment or other document or instrument shall not xxxvide for any representations or warranties not otherwise expressly provided for in Section 5.2(a)-Section 5.2(c) have been fulfilledthis Agreement); (c) all minute booksthe officer's certificates required to be delivered pursuant to Sections 9.02(a), stock records (b) and register of members of the Company(c); (d) evidence of each of the consents described in Section 9.02(d) in form and substance reasonably acceptable satisfactory to Buyer that all Affiliate Agreements have been terminated as of the Closing with no further Liability to the Company, other than those Affiliate Agreements set forth in Section 7.20 of the Disclosure ScheduleHoldco; (e) evidence the opinion of Weil, Gotshal & Manges LLP, counsel to Seller, , as described in form and substance reasonably acceptable to Buyer that each of (i) the Conversion and (ii) the Restructuring has been completedSection 9.02(f); (f) Pay-Off Letters and related releases any other documents or instruments that are requested by Holdco during the period from the date of Encumbrances and such other documentation in respect of each item of Indebtedness on Section 6.2(f) of the Disclosure Schedule this Agreement to be paid off, and/or Encumbrances to be released, on the Closing Date (which shall include all Encumbrances listed in Section 1.1(a) that are necessary or reasonably appropriate to evidence the transfer of the Disclosure Schedule relating CMB Intellectual Property, Technology and Know-How or CMB Business Records; (g) evidence of payment in full of all financial obligations under the Master Agreement to the Pay-Off Letters)Lease Equipment, in each casedated May 18, 1999 between Seller and Cisco Systems Capital Corporation, in form and substance reasonably satisfactory to Buyer; (g) resignations, effective as of immediately after the Closing, of each officer and director (or such equivalent governing body, if any) of the Company set forth on Section 6.2(g) of the Disclosure Schedule, in form and substance reasonably acceptable to BuyerHoldco; (h) a Transition Services Agreement, substantially in the form attached hereto as Exhibit F, duly executed by FIRPTA Non-Foreign Seller or one of its Affiliates (the “Transition Services Agreement”); (i) (i) a certificate stating Certificate from Seller certifying that Seller it is not a “foreign person” for purposes person within the meaning of Section 1445 of the Code pursuant reasonably satisfactory in form and substance to Treasury Regulation Section 1.1445-2(b)(2) and (ii) a properly completed and executed Internal Revenue Service Form W-9; (j) the Facilities Operations and Maintenance Agreement (the “Facilities Operations and Maintenance Agreement”), substantially in the form attached hereto as Exhibit H, duly executed by CEIPHoldco; and (ki) properly executed copies of each of the Assignment Transaction Documents to which Seller is a party and Assumption Agreement (which have not been delivered prior to the “Assignment and Assumption Agreement”), substantially in the form attached hereto as Exhibit I, duly executed by CEIPClosing Date.

Deliveries by Seller at the Closing. At the Closing, Seller will shall deliver to BuyerHoldco: (a) by wire transfer of immediately available funds to an assignment of account designated in writing by Holdco at least 2 Business Days prior to the Membership Interests executed Closing, the fixed amount calculated as set forth on Schedule 4.02(a) (less any portion thereof paid by Seller between the date hereof and the Closing Date), which amount is due and payable by Seller to Buyer (the “Assignment of Membership Interests”), substantially in the form of Exhibit EHoldco; (b) a certificate duly executed on behalf deeds, bills of Seller by an officer thereofsale, dated assignments and other documents and instruments of transfer providing for the Closing Datesale, certifying assignment, transfer, conveyance and delivery of the Acquired Assets in form and substance reasonably satisfactory to Holdco (it being understood that the conditions set forth any such deed, bill of sale, assignment or other document or instrument shall not pxxxxde for any representations or warranties not otherwise expressly provided for in Section 5.2(a)-Section 5.2(c) have been fulfilledthis Agreement); (c) all minute booksthe officer's certificates required to be delivered pursuant to Sections 9.02(a), stock records (b) and register of members of the Company(c); (d) evidence of each of the consents described in Section 9.02(d) in form and substance reasonably acceptable satisfactory to Buyer that all Affiliate Agreements have been terminated as of the Closing with no further Liability to the Company, other than those Affiliate Agreements set forth in Section 7.20 of the Disclosure ScheduleHoldco; (e) evidence the opinion of Weil, Gotshal & Manges LLP, counsel to Seller, , as described in form and substance reasonably acceptable to Buyer that each of (i) the Conversion and (ii) the Restructuring has been completedSection 9.02(f); (f) Pay-Off Letters and related releases any other documents or instruments that are requested by Holdco during the period from the date of Encumbrances and such other documentation in respect of each item of Indebtedness on Section 6.2(f) of the Disclosure Schedule this Agreement to be paid off, and/or Encumbrances to be released, on the Closing Date (which shall include all Encumbrances listed in Section 1.1(a) that are necessary or reasonably appropriate to evidence the transfer of the Disclosure Schedule relating CMB Intellectual Property, Technology and Know-How or CMB Business Records; (g) evidence of payment in full of all financial obligations under the Master Agreement to the Pay-Off Letters)Lease Equipment, in each casedated May 18, 1999 between Seller and Cisco Systems Capital Corporation, in form and substance reasonably satisfactory to Buyer; (g) resignations, effective as of immediately after the Closing, of each officer and director (or such equivalent governing body, if any) of the Company set forth on Section 6.2(g) of the Disclosure Schedule, in form and substance reasonably acceptable to BuyerHoldco; (h) a Transition Services Agreement, substantially in the form attached hereto as Exhibit F, duly executed by FIRPTA Non-Foreign Seller or one of its Affiliates (the “Transition Services Agreement”); (i) (i) a certificate stating Certificate from Seller certifying that Seller it is not a “foreign person” for purposes person within the meaning of Section 1445 of the Code pursuant reasonably satisfactory in form and substance to Treasury Regulation Section 1.1445-2(b)(2) and (ii) a properly completed and executed Internal Revenue Service Form W-9; (j) the Facilities Operations and Maintenance Agreement (the “Facilities Operations and Maintenance Agreement”), substantially in the form attached hereto as Exhibit H, duly executed by CEIPHoldco; and (ki) properly executed copies of each of the Assignment Transaction Documents to which Seller is a party and Assumption Agreement (which have not been delivered prior to the “Assignment and Assumption Agreement”), substantially in the form attached hereto as Exhibit I, duly executed by CEIPClosing Date.

Deliveries by Seller at the Closing. At the Closing, Seller will shall deliver to BuyerBuyer the following: (a) an assignment a Xxxx of the Membership Interests executed by Seller to Buyer (the “Assignment of Membership Interests”), substantially Sale in the form of Exhibit EA hereto duly executed by Seller; (b) a certificate executed on behalf of Seller by an officer thereof, dated the Closing Date, certifying that the conditions set forth in Section 5.2(a)-Section 5.2(c) have been fulfilled; (c) all minute books, stock records and register of members assignments of the Company; (d) evidence Assigned Contracts duly executed by Seller and in a form and substance reasonably acceptable to Buyer that all Affiliate Agreements have been terminated as of the Closing with no further Liability to the Company, other than those Affiliate Agreements set forth in Section 7.20 of the Disclosure Schedule; (e) evidence in form and substance reasonably acceptable to Buyer that each of (i) the Conversion and (ii) the Restructuring has been completed; (f) Pay-Off Letters and related releases of Encumbrances and such other documentation in respect of each item of Indebtedness on Section 6.2(f) of the Disclosure Schedule to be paid off, and/or Encumbrances to be released, on the Closing Date (which shall include all Encumbrances listed in Section 1.1(a) of the Disclosure Schedule relating to the Pay-Off Letters), in each case, in form and substance reasonably satisfactory to Buyer; (g) resignations, effective as of immediately after the Closing, of each officer and director (or such equivalent governing body, if any) of the Company set forth on Section 6.2(g) of the Disclosure Schedule, in form and substance reasonably acceptable to Buyer; (hc) such other good and sufficient instruments of transfer as Buyer reasonably deems necessary and appropriate to vest in Buyer all right, title and interest in, to and under the Purchased Assets; (d) a Transition Services Agreement, substantially completed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury regulations duly executed by Seller and certifying that it is selling the Purchased Assets to Buyer pursuant hereto; (e) either an Assignment and Assumption of Lease or new lease on terms acceptable to Buyer; (f) Employment Agreements with (i) Xxxxx Xxxxx; (ii) Xxxx Xxxxxxx; (iii) Xxxxxxx Xxxxxxxxx; and (iv) Xxxx Xxxxx; (g) a Non-Competition Agreement with Seller and Guarantor in the form attached hereto as Exhibit F, B; (h) an assignment document in recordable form duly executed by Seller (or one the assignee of its Affiliates record for such Intellectual Property) for the purpose of transferring to Buyer Seller’s interest in each item of Intellectual Property included in the Seller’s Disclosure Schedule 4.14b and 4.14c; (i) an executed transition services agreement between Buyer and Seller providing for an orderly transition of business during the days following the Closing (the “Transition Services Agreement”); (i) (i) in a certificate stating that Seller is not a “foreign person” for purposes of Section 1445 of the Code pursuant form substantially similar to Treasury Regulation Section 1.1445-2(b)(2) and (ii) a properly completed and executed Internal Revenue Service Form W-9; (j) the Facilities Operations and Maintenance Agreement (the “Facilities Operations and Maintenance Agreement”), substantially in the form attached hereto as Exhibit H, duly executed by CEIPC; and (j) releases of all Liens affecting the Purchased Assets shown on Schedule 3.2(j) hereto; and (k) certified resolutions of the Assignment Seller and Assumption the Guarantor authorizing the execution, delivery and performance of this Agreement (and the “Assignment and Assumption Agreement”), substantially in the form attached hereto as Exhibit I, duly executed by CEIPtransactions contemplated thereby.