Common use of Deliveries by Sellers and the Company Clause in Contracts

Deliveries by Sellers and the Company. At the Closing, Sellers and the Company shall deliver or cause to be delivered to Buyer (each in form and substance reasonably satisfactory to Buyer): (a) a certificate executed and delivered by each Seller, in form and substance reasonably satisfactory to Buyer, attesting and certifying as to: (i) the organizational documents of Siskin and the Company (as also certified as of a recent date by the Secretary of State of the State of Utah); (ii) copies of resolutions of the board of directors of Siskin and the Company adopting and authorizing the Transactions; (iii) incumbency certificates with respect to the president and secretary of Siskin and the Company; and (iv) good standing certificates of Siskin and the Company issued not earlier than fifteen (15) days prior to the Closing Date by the Secretary of State of the State of Utah; (b) all Required Consents set forth on Schedule 2.4 and identified by an asterisk (“*”), all in form and substance reasonably satisfactory to Buyer, including any Required Consents required under any Real Property Leases; (c) an Employee Agreement between Buyer and Xxxxxxxxx in the form of Exhibit A hereto (the “Employee Agreement”), duly executed by Xxxxxxxxx; (d) a transition services agreement between Siskin and the Company in the form of Exhibit C hereto (the “Transition Services Agreement”), duly executed by Siskin and the Company; (e) a license agreement between Siskin and the Company in the form of Exhibit D hereto (the “License Agreement”), duly executed by Siskin and the Company; (f) documentation setting forth the amount of and the procedures for paying in full any Indebtedness of Sellers or the Company outstanding as of the Closing that is secured by a Lien on the Business Assets, as well as the agreement of each creditor that, upon receipt of a specified amount, such Indebtedness shall be paid in full and the agreement of each applicable creditor to release all of its Liens upon the Business Assets and terminate any Sellers Guarantees and UCC financing statements filed in connection therewith upon such creditor’s receipt of its portion of the Indebtedness Payments (the “Payoff Letters”);

Deliveries by Sellers and the Company. At Unless otherwise stated below, at or prior to the Closing, Sellers and the Company shall deliver deliver, or cause to be delivered delivered, to Buyer (Purchaser each in form and substance reasonably satisfactory to Buyer): of the following: (a) the stock certificate(s) evidencing the Shares, endorsed in blank by such Seller or accompanied by a stock power or other instrument of transfer executed in blank by such Seller; (b) each Related Agreement to which each Seller and/or the Company is a party, executed by each Seller and the Company, as applicable; (c) an invoice from each Person (other than any employee) to whom any amount of the Transaction Expenses is owed, indicating the aggregate amount of Transaction Expenses owed to such Person; (d) a certificate executed and delivered by each Sellerof good standing of the Company, in form and substance reasonably satisfactory to Buyer, attesting and certifying as to: (i) the organizational documents of Siskin and the Company (as also certified issued as of a recent date by the Secretary of State of the State of Utah); not more than five (ii5) copies of resolutions of the board of directors of Siskin and the Company adopting and authorizing the Transactions; (iii) incumbency certificates with respect to the president and secretary of Siskin and the Company; and (iv) good standing certificates of Siskin and the Company issued not earlier than fifteen (15) days Business Days prior to the Closing Date by the Secretary of State of the State of Utah; California; (be) all Required Consents set forth on Schedule 2.4 a properly completed and identified executed IRS Form W-9 from each Seller dated as of the Closing Date; (f) letters of resignation from each individual requested by an asterisk Purchaser pursuant to Section 5.10; (“*”g) executed pay-off letters and UCC-3 termination statements and other Lien terminations or releases (including Intellectual Property security interest releases in form and substance necessary for recordation in the United States Patent and Trademark Office, United States Copyright Office, or any other similar Governmental Authority), all in each case in form and substance reasonably satisfactory to BuyerPurchaser, including from each Person to whom any Required amount of the Closing Date Indebtedness (other than Equipment and Truck Indebtedness) is owed evidencing the satisfaction in full of all such Closing Date Indebtedness and the release or termination of all Liens relating to such Closing Date Indebtedness, excluding Equipment and Truck Indebtedness; (h) the written Consents required under any Real Property Leases; set forth on Schedule 1.5(h), in each case in form and substance reasonably satisfactory to Purchaser; (ci) an Employee Agreement documentation, in form and substance reasonably satisfactory to Purchaser, evidencing the termination, in accordance with Section 5.9, of all intercompany Contracts and relationships (excluding Contracts between Buyer the Company and Xxxxxxxxx in the form of Exhibit A hereto Excel Leasing, Inc., a California corporation (the “Employee AgreementExcel Leasing”), duly if any) and the release of the Company from all Liability thereunder; (j) a certificate, dated as of the Closing Date and executed by Xxxxxxxxx; an officer of the Company, certifying as to the satisfaction of the conditions set forth in Section 7.2(a), Section 7.2(b), and Section 7.2(c); (dk) a transition services agreement between Siskin certificate, dated as of the Closing Date and executed by the secretary or an assistant secretary (or similar officer) of the Company, certifying as to (i) no amendments to the certificate of incorporation of the Company since the date of the certification referenced in a copy of the certificate of incorporation of the Company, certified as of a date not more than five (5) Business Days prior to the Closing Date by the Secretary of State of the State of California, to be attached to such certificate as an exhibit, (ii) the bylaws of the Company, (iii) the resolutions approved by the board of directors (or similar governing body) of the Company authorizing the execution, delivery, and performance by the Company of this Agreement and its Related Agreements and the consummation by the Company of the Transactions, (iv) the resolutions approved by Sellers in accordance with applicable Law, authorizing the form execution, delivery, and performance by the Company of Exhibit C hereto this Agreement and its Related Agreements and the consummation by the Company of the Transactions and (v) the “Transition Services names and signatures of the officers of the Company authorized to execute this Agreement”), duly its Related Agreements, and the other documents to be delivered by the Company under this Agreement and its Related Agreements; (l) the Lease Agreement, executed by Siskin Excel Holdings, LLC, a California limited liability company and the Company; and (em) a license agreement between Siskin such other documents, certificates, or instruments as Purchaser may reasonably request in order to effect the Transactions, to vest in Purchaser good and valid title to all of the Company in Shares or to evidence the form release of Exhibit D hereto all Liens (the “License Agreement”), duly executed by Siskin and other than Permitted Liens) on the Company; (f) documentation setting forth the amount of ’s properties and the procedures for paying in full any Indebtedness of Sellers or the Company outstanding as of the Closing that is secured by a Lien on the Business Assets, as well as the agreement of each creditor that, upon receipt of a specified amount, such Indebtedness shall be paid in full and the agreement of each applicable creditor to release all of its Liens upon the Business Assets and terminate any Sellers Guarantees and UCC financing statements filed in connection therewith upon such creditor’s receipt of its portion of the Indebtedness Payments (the “Payoff Letters”);assets.

Deliveries by Sellers and the Company. At or prior to the Closing, Sellers and the Company shall will deliver or cause to be delivered to Buyer Triller all of the following: (i) to the extent any Company Securities are evidenced by certificates, certificates evidencing the Purchased Shares, free and clear of all Liens, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; (ii) the consents, waivers, authorizations and approvals set forth on Schedule 2.4; (iii) joinders to the LLC Agreement, in the form provided by Xxxxxxx, duly executed by each Seller; (iv) the Stockholders’ Agreement, duly executed by each of the Sellers; (v) resignations of the directors of the Company other than Xxxxx Xxxxxxx, Xx., effective as of immediately prior to the Closing; (vi) certificate of the Secretary (or equivalent officer) of the Company certifying that (A) attached thereto are true and complete copies of (1) all resolutions adopted by the board of managers (or equivalent governing body) of the Company authorizing the execution, delivery and performance of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby and (2) resolutions of the Sellers approving the Exchange and adopting this Agreement and the Related Agreements, and (B) all such resolutions are in form full force and substance reasonably satisfactory to Buyer): effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (avii) a certificate executed and delivered by each Seller, in form and substance reasonably satisfactory to Buyer, attesting and certifying as to: (i) the organizational documents of Siskin and the Company (as also certified as of a recent date by good standing from the Secretary of State of the State of Utah); (ii) copies of resolutions of the board of directors of Siskin and the Company adopting and authorizing the Transactions; (iii) incumbency certificates Delaware with respect to the president Company; (viii) a certificate, dated the Closing Date and secretary executed by the Chief Financial Officer of Siskin the Company certifying on behalf of the Company that, as of and after the Closing, the Company has and will have no outstanding Indebtedness other than the Indebtedness set forth on Schedule 1.6(a)(viii), if any; (ix) a certificate of non-foreign status, dated as of the Closing Date and duly executed by the Company, that meets the requirements set forth in Treasury Regulations Section 1.1445-2(b)(2) and Section 1446(f) of the Code; (x) the Key Employee Agreements, executed by the Company and the Company; and Key Employees; (ivxi) good standing certificates of Siskin and the Option Agreement, executed by the Company issued not earlier than fifteen and each Seller; (15xii) days the Restated Certificate, executed by the Company’s Secretary; (xiii) payoff, termination, or similar letters and agreements from the holders of Company Indebtedness and payees of Company Liabilities being paid off at the Closing in form reasonably acceptable to Triller; (xiv) consents of the Sellers, in form satisfactory to Xxxxxxx, authorizing and consenting to the Transactions; (xv) evidence reasonably satisfactory to Triller that all Transaction Expenses incurred at or prior to the Closing Date by the Secretary of State of the State of Utah; (b) all Required Consents set forth on Schedule 2.4 and identified by an asterisk (“*”)have been fully paid or, all in form and substance reasonably satisfactory to Buyerif not fully paid, including any Required Consents required under any Real Property Leases; (c) an Employee Agreement between Buyer and Xxxxxxxxx were included in the form Company’s calculation of Exhibit A hereto Indebtedness; and (xvi) such other documents or instruments as Triller reasonably requests and are reasonably necessary to consummate the “Employee transactions contemplated by this Agreement”), duly executed by Xxxxxxxxx; (d) a transition services agreement between Siskin and the Company in the form of Exhibit C hereto (the “Transition Services Agreement”), duly executed by Siskin and the Company; (e) a license agreement between Siskin and the Company in the form of Exhibit D hereto (the “License Agreement”), duly executed by Siskin and the Company; (f) documentation setting forth the amount of and the procedures for paying in full any Indebtedness of Sellers or the Company outstanding as of the Closing that is secured by a Lien on the Business Assets, as well as the agreement of each creditor that, upon receipt of a specified amount, such Indebtedness shall be paid in full and the agreement of each applicable creditor to release all of its Liens upon the Business Assets and terminate any Sellers Guarantees and UCC financing statements filed in connection therewith upon such creditor’s receipt of its portion of the Indebtedness Payments (the “Payoff Letters”);.

Deliveries by Sellers and the Company. At Unless otherwise stated below, at or prior to the Closing, Sellers and the Company shall deliver deliver, or cause to be delivered delivered, to Buyer (Purchaser each in form and substance reasonably satisfactory to Buyer): of the following: (a) the stock certificate(s) evidencing the Shares, endorsed in blank by such Seller or accompanied by a stock power or other instrument of transfer executed in blank by such Seller; (b) each Related Agreement to which each Seller and/or the Company is a party, executed by each Seller and the Company, as applicable; (c) an invoice from each Person (other than any employee) to whom any amount of the Transaction Expenses is owed, indicating the aggregate amount of Transaction Expenses owed to such Person; (d) a certificate executed and delivered by each Sellerof good standing of the Company, in form and substance reasonably satisfactory to Buyer, attesting and certifying as to: (i) the organizational documents of Siskin and the Company (as also certified issued as of a recent date by the Secretary of State of the State of Utah); not more than five (ii5) copies of resolutions of the board of directors of Siskin and the Company adopting and authorizing the Transactions; (iii) incumbency certificates with respect to the president and secretary of Siskin and the Company; and (iv) good standing certificates of Siskin and the Company issued not earlier than fifteen (15) days Business Days prior to the Closing Date by the Secretary of State of the State of Utah; California; (be) all Required a properly completed and executed IRS Form W-9 from each Seller dated as of the Closing Date; (f) letters of resignation from each individual requested by Purchaser pursuant to Section 5.10; (g) the written Consents set forth on Schedule 2.4 and identified by an asterisk (“*”1.8(g), all in each case in form and substance reasonably satisfactory to BuyerPurchaser; (h) documentation, including any Required Consents required under any Real Property Leases; in form and substance reasonably satisfactory to Purchaser, evidencing the termination, in accordance with Section 5.9, of all intercompany Contracts and relationships (c) an Employee Agreement excluding Contracts between Buyer the Company and Xxxxxxxxx in the form of Exhibit A hereto Deluxe Auto Carriers, Inc., a California corporation (the “Employee AgreementDeluxe”), if any) and the release of the Company from all Liability thereunder; (i) a certificate, dated as of the Closing Date and executed by an officer of the Company, certifying as to the satisfaction of the conditions set forth in Section 7.2(a), Section 7.2(b), and Section 7.2(c); (j) a certificate, dated as of the Closing Date and executed by the secretary or an assistant secretary (or similar officer) of the Company, certifying as to (i) no amendments to the certificate of incorporation of the Company since the date of the certification referenced in a copy of the certificate of incorporation of the Company, certified as of a date not more than five (5) Business Days prior to the Closing Date by the Secretary of State of the State of California, to be attached to such certificate as an exhibit, (ii) the bylaws of the Company, (iii) the resolutions approved by the board of directors (or similar governing body) of the Company authorizing the execution, delivery, and performance by the Company of this Agreement and its Related Agreements and the consummation by the Company of the Transactions, (iv) the resolutions approved by Sellers in accordance with applicable Law, authorizing the execution, delivery, and performance by the Company of this Agreement and its Related Agreements and the consummation by the Company of the Transactions and (v) the names and signatures of the officers of the Company authorized to execute this Agreement, its Related Agreements, and the other documents to be delivered by the Company under this Agreement and its Related Agreements; (k) a certificate of approval of the Agreement of Merger satisfying the applicable requirements of the CCC to be filed with the Secretary of State of the State of California pursuant to Section 1.3, duly executed by Xxxxxxxxx; (d) a transition services agreement between Siskin and the Company in the form an officer of Exhibit C hereto (the “Transition Services Agreement”), duly executed by Siskin and the Company; and (el) a license agreement between Siskin such other documents, certificates, or instruments as Purchaser may reasonably request in order to effect the Transactions, to vest in Purchaser good and valid title to all of the Company in Shares or to evidence the form release of Exhibit D hereto all Liens (the “License Agreement”), duly executed by Siskin and other than Permitted Liens) on the Company; (f) documentation setting forth the amount of ’s properties and the procedures for paying in full any Indebtedness of Sellers or the Company outstanding as of the Closing that is secured by a Lien on the Business Assets, as well as the agreement of each creditor that, upon receipt of a specified amount, such Indebtedness shall be paid in full and the agreement of each applicable creditor to release all of its Liens upon the Business Assets and terminate any Sellers Guarantees and UCC financing statements filed in connection therewith upon such creditor’s receipt of its portion of the Indebtedness Payments (the “Payoff Letters”);assets.