Common use of Deliveries by the Buyer Parties Clause in Contracts

Deliveries by the Buyer Parties. At the Closing, Buyer Ultimate Parent shall pay or deliver to Seller Parent, as designee of Seller, the following: (a) a counterpart signature page to the Shareholders Agreement, duly executed by Buyer Ultimate Parent; (b) a counterpart signature page to the Registration Rights Agreement, duly executed by Buyer Ultimate Parent; (c) the Cash Purchase Price as provided pursuant to Section 2.2(a); (d) a stock certificate representing the Equity Consideration, duly registered in the name of Seller Parent, as designee of Seller, free and clear of any Encumbrances (other than restrictions on transfer which arise under applicable securities Laws and those arising under the Shareholders Agreement); (e) the certificate to be delivered pursuant to Section 7.3(d); (f) a receipt from Buyer acknowledging the transfer and receipt of the Transferred Equity Interests to the Buyer; (g) certified copy of the resolutions adopted by the Board of the Buyer and the Buyer Ultimate Parent, authorizing the execution and delivery of this Agreement and the Ancillary Agreement and the transactions contemplated hereunder and thereunder, including without limitation, the Purchase of the Transferred Equity Interests, the allotment and issuance of the Equity Consideration to Seller Parent, as designee of Seller, and the registration of the Seller Parent, as designee of Seller, as the owner of the Equity Consideration in the stock register of the Buyer Ultimate Parent; (h) evidence to the reasonable satisfaction of the Seller Parties that the Seller Parent, as designee of Seller, has been registered as the owner of the Equity Consideration in the stock register of the Buyer Ultimate Parent; and (i) a letter of instruction signed by an authorized officer of each of the PCB Holdcos and directed to the registered agent of each such entity in the British Virgin Islands instructing such registered agent or agents to update the register of members to reflect Buyer as the owner of all outstanding equity interests of the PCB Holdcos.

Deliveries by the Buyer Parties. At the Closing, the applicable Buyer Ultimate Parent Parties shall pay deliver, or deliver cause to be delivered, to the Seller Parent, as designee of Seller, Representative the followingfollowing items: (a) a counterpart signature page to copy of the Shareholders Agreement, duly executed by the Buyer Ultimate Parentand the Checksmart Stockholders; (b) a counterpart signature page reasonably current long-form good standing certificate (or comparable document) for the Buyer issued by the Secretary of State of the State of Ohio and in each state in which the Buyer is qualified to the Registration Rights Agreement, duly executed by Buyer Ultimate Parentdo business as a foreign corporation; (c) a reasonably current long-form good standing certificate (or comparable document) for Checksmart issued by the Cash Purchase Price Secretary of State of the State of Delaware and in each state in which Checksmart is qualified to do business as provided pursuant to Section 2.2(a)a foreign corporation; (d) a stock certificate representing copy of the Equity Considerationarticles of incorporation of the Buyer, duly registered in certified by the name Secretary of Seller ParentState of the State of Ohio, as designee and a copy of Sellerthe code of regulations of the Buyer, free and clear certified by an officer of any Encumbrances (other than restrictions on transfer which arise under applicable securities Laws and those arising under the Shareholders Agreement)Buyer; (e) a copy of the certificate to be delivered pursuant to Section 7.3(d)of incorporation of Checksmart, certified by the Secretary of State of the State of Delaware, and a copy of the bylaws of Checksmart, certified by an officer of Checksmart; (f) a receipt from Buyer acknowledging the transfer and receipt certificate of an officer of the Transferred Equity Interests to Buyer, dated as of the Closing Date, setting forth in reasonably sufficient detail, the aggregate amount of the (i) Indebtedness of the Buyer, Checksmart and Checksmart’s Subsidiaries on a consolidated basis (including the Checksmart Indebtedness) and (ii) Buyer Parties’ Selling Expenses, in each case, indicating the amount of each individual component of Indebtedness or Buyer Parties’ Selling Expenses and the Person to whom such Indebtedness or Buyer Parties’ Selling Expense is owed, as of the Closing Date; (g) certified copy copies of the resolutions duly adopted by the Board of Directors and, as necessary, the Buyer stockholders or shareholders of each of the Buyer, Checksmart, CCCS Merger Sub and Checksmart Merger Sub, evidencing the Buyer Ultimate Parenttaking of all corporate action necessary to authorize the execution, authorizing the execution delivery and delivery performance of this Agreement and the Ancillary Agreement and consummation of the transactions contemplated hereunder and thereunder, including without limitation, the Purchase of the Transferred Equity Interests, the allotment and issuance of the Equity Consideration to Seller Parent, as designee of Seller, and the registration of the Seller Parent, as designee of Seller, as the owner of the Equity Consideration in the stock register of the Buyer Ultimate Parenthereby; (h) evidence payoff letters and appropriate termination statements under the Uniform Commercial Code to the reasonable satisfaction of the Seller Parties that the Seller Parent, as designee of Seller, has been registered as the owner of the Equity Consideration in the stock register of the Buyer Ultimate Parent; andextinguish all Checksmart Indebtedness and all Liens related thereto; (i) a letter release, in the form attached hereto as Exhibit C-2, duly executed by Diamond Castle Partners IV, L.P., Diamond Castle Partners IV-A, L.P. and Deal Leaders Fund, L.P. (j) a copy of instruction signed the Advisory Agreement, duly executed by the Buyer, Checksmart Financial and Diamond Castle Holdings, LLC; and (k) a certificate of an authorized officer of each the Buyer, on behalf of the PCB Holdcos and directed Buyer Parties, dated as of the Closing Date, attesting to the registered agent of each such entity in the British Virgin Islands instructing such registered agent or agents to update the register of members to reflect Buyer as the owner of all outstanding equity interests of the PCB Holdcosmatters set forth Sections 9.3(a) and (b).

Deliveries by the Buyer Parties. At the Closing, The Buyer Ultimate Parent shall Parties shall, (i) pay or cause to be paid to the Seller a cash amount equal to (x) the First Tranche Consideration, less (y) the sum of (A) the Tax Escrow Amount, (B) the Existing Escrow Amount and (C) the Agreed Restructuring Amount, by wire transfer of immediately available funds in U.S. Dollars to the Seller Bank Account; (ii) together with Duowan Entertainment Corporation (and the Seller Parties shall procure Duowan Entertainment Corporation to), deliver a joint written instruction to the Existing Escrow Agent to release to the Seller Parent(or its designee) the Existing Escrow Amount (together with all interest that may have accrued thereon); (iii) together with the Seller or its applicable Affiliate (and the Seller Parties shall procure the Seller or its applicable Affiliate to), deliver a joint written instruction to the TSA Escrow Agent to release to the Seller (or its designee) the TSA Escrow Amount (together with all interest that may have accrued thereon), if and only if the Transition Services Agreement has been agreed, executed and delivered as designee of Sellerthe Closing Date; (iv) deposit or cause to be deposited in the Tax Escrow Account, by wire transfer of immediately available funds in U.S. Dollars, the following:Tax Escrow Amount; (av) a counterpart signature page deposit or cause to be deposited in the Shareholders RMB Escrow Account the sum of the Second Tranche Consideration Deposit Amount, the Third Tranche Consideration Deposit Amount and the Fourth Tranche Consideration Deposit Amount, by wire transfer of immediately available funds in RMB; (vi) deliver or cause to be delivered the Transition Services Agreement, duly executed by the applicable Buyer Ultimate Parent; (b) a counterpart signature page to Parties or Affiliates thereof, if the Registration Rights Agreement, duly executed by Buyer Ultimate Parent; (c) the Cash Purchase Price Transition Services Agreement is in agreed form as provided pursuant to Section 2.2(a); (d) a stock certificate representing the Equity Consideration, duly registered in the name of Seller Parent, as designee of Seller, free and clear of any Encumbrances (other than restrictions on transfer which arise under applicable securities Laws and those arising under the Shareholders Agreement); (e) the certificate to be delivered pursuant to Section 7.3(d); (f) a receipt from Buyer acknowledging the transfer and receipt of the Transferred Equity Interests to the Buyer; (g) certified copy of the resolutions adopted by the Board of the Buyer and the Buyer Ultimate Parent, authorizing the execution and delivery of this Agreement and the Ancillary Agreement and the transactions contemplated hereunder and thereunder, including without limitation, the Purchase of the Transferred Equity Interests, the allotment and issuance of the Equity Consideration to Seller Parent, as designee of Seller, and the registration of the Seller Parent, as designee of Seller, as the owner of the Equity Consideration in the stock register of the Buyer Ultimate Parent; (h) evidence to the reasonable satisfaction of the Seller Parties that the Seller Parent, as designee of Seller, has been registered as the owner of the Equity Consideration in the stock register of the Buyer Ultimate ParentClosing Date; and (ivii) a letter of instruction signed by an authorized officer of each of the PCB Holdcos and directed deliver or cause to be delivered to the registered agent of each Seller or its applicable Affiliates such entity in amounts (including, to the British Virgin Islands instructing such registered agent extent not already paid, the Agreed Restructuring Amount), documents and instruments required to be delivered by the Buyer Parties or agents to update their Affiliates at the register of members to reflect Buyer as Closing under the owner of all outstanding equity interests of the PCB HoldcosRestructuring Plan.

Deliveries by the Buyer Parties. At Subject to the terms and conditions set forth herein, and on the basis of the representations, warranties, covenants and agreements set forth herein, at the Closing, Buyer Ultimate Parent shall pay or deliver to Seller Parent, as designee of Seller, the following: (a) a counterpart signature page Buyer OP shall deliver, or cause to be delivered, to the Shareholders AgreementSeller Parties the Cash Consideration (as adjusted pursuant to Sections 1.2(a), duly executed 1.4 and 1.7) by Buyer Ultimate Parentwire transfer of immediately available funds to the account(s) designated by the Seller Parties in writing at least two (2) Business Days prior to the Closing Date; (b) a counterpart signature page Buyer OP shall deliver to the Registration Rights Agreementapplicable Seller Parties (and/or Seller Designees) evidence of the issuance of the Equity Consideration (as adjusted pursuant to Section 1.4) to the Seller Parties (and/or Seller Designees, duly executed by Buyer Ultimate Parentas applicable); (c) the Cash Purchase Price Buyer Parties shall deliver to the Seller Parties (and/or Seller Designees, as provided pursuant to Section 2.2(aapplicable) a Stockholders Agreement, in the form attached hereto as Exhibit B (the “Stockholders Agreement”), duly executed by the Buyer Parties; (d) the Buyer Parties shall deliver to the Seller Parties (and/or Seller Designees, as applicable) a stock certificate representing Registration Rights Agreement, in the Equity Considerationform attached hereto as Exhibit C (the “Registration Rights Agreement”), duly registered in the name of Seller executed by Buyer Parent, as designee of Seller, free and clear of any Encumbrances (other than restrictions on transfer which arise under applicable securities Laws and those arising under the Shareholders Agreement); (e) the certificate Buyer Parties shall deliver to be delivered pursuant to Section 7.3(d)the Seller Parties the Xxxx of Sale and Assignment and Assumption, duly executed by Buyer OP or the applicable Buyer Designee; (f) a receipt from Buyer acknowledging the transfer and receipt of the Transferred Equity Interests to the BuyerReserved; (g) certified copy of the resolutions adopted by Buyer Parties shall deliver to the Board Seller Parties (and/or Seller Designees, as applicable) an amendment and restatement of the Buyer OP Partnership Agreement in the form attached hereto as Exhibit D (the “OP Amendment and Restatement”), duly executed by Buyer Parent in its capacity as the sole general partner of Buyer Ultimate ParentOP and as the attorney-in-fact for the other partners of Buyer OP, authorizing the execution and delivery of this Agreement and the Ancillary Agreement and the transactions contemplated hereunder and thereunder, including without limitation, the Purchase effective as of the Transferred Equity Interests, the allotment and issuance of the Equity Consideration to Seller Parent, as designee of Seller, and the registration of the Seller Parent, as designee of Seller, as the owner of the Equity Consideration in the stock register of the Buyer Ultimate ParentClosing; (h) evidence each Buyer Party shall deliver to the reasonable satisfaction Affiliates of the Seller Parties that designated by the Seller ParentParties a letter agreement regarding “VCOC” management rights, in the form attached hereto as Exhibit E (the “VCOC Letter”), duly executed by such Buyer Party; (i) Buyer Parent shall deliver to the Seller Parties (and/or Seller Designees, as designee applicable) evidence that, subject to having received the Ownership Limit Waiver Certificate, duly executed by an authorized person of Seller, has been registered as the owner each of the Equity Consideration Seller Parties (and/or Seller Designees, as applicable) and subject to the conditions and limitations set forth therein, Buyer Parent has granted the Seller Parties (and/or Seller Designees, as applicable) an exemption from the “Aggregate Stock Ownership Limit” and the “Common Stock Ownership Limit” as set forth in the stock register Article VI of the Buyer Ultimate Parent Charter allowing each “Stockholder” and any member of such Stockholder’s “Stockholder Group” (each as defined in the Ownership Limit Waiver Certificate) to Beneficially Own and Constructively Own (each as defined in the Buyer Parent Charter), in the aggregate, up to (and including) the Buyer Parent Maximum Amount, expressed as a number; (j) the Buyer Parties shall deliver to the Seller Parties a certificate executed by a duly authorized officer of Buyer Parent certifying that each of the conditions set forth in Sections 7.3(a) and 7.3(b) have been fully satisfied as of the Closing Date; (k) the Buyer Parties shall deliver to the Seller Parties a tax opinion of Xxxxxx & Xxxxxxx LLP, dated as of the Closing Date, that commencing with its taxable year ended December 31, 2010, Buyer Parent has been organized and has operated in conformity with the requirements for qualification and taxation as a REIT under the Code, and its proposed method of operation will enable it to continue to meet the requirements for qualification and taxation as a REIT under the Code, which opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in an officer’s certificate executed by Buyer Parent; (i) the Buyer Parties shall deliver to the Seller Parties an Assignment and Assumption of Target Ground Lease with respect to the Specified Ground Lease (unless the related Target Ground Leased Property becomes an Eliminated Target Property), duly executed and acknowledged in recordable form by Buyer OP (or another Person designated by Buyer OP that meets the net worth requirements under the Specified Ground Lease), and (ii) the Buyer Parties shall deliver to the Seller Parties an Assignment and Assumption of Target Ground Lease with respect to the other Target Ground Leases (other than any which relate to Eliminated Target Properties), duly executed and acknowledged in recordable form by Buyer OP or the applicable Buyer Designee; (m) the Buyer Parties shall deliver to the Seller Parties an Assignment and Assumption of Target Ground Lease with respect to the lessee’s interest in the Related Partner Ground Leases and an Assignment and Assumption of Related Party Lease of the lessor’s interest in the Related Party Ground Leases, in each case, duly executed and acknowledged in recordable form by Buyer OP or the applicable Buyer Designee; (n) subject to Section 6.10, the Buyer Parties shall deliver to the Seller Parties an Assignment and Assumption of Target Ground Lease with respect to the Bay Park Plaza Lease, duly executed and acknowledged in recordable form by Buyer OP or the applicable Buyer Designee; (o) the Buyer Parties shall deliver to the Seller Parties either (x) an assignment and assumption of each Union Agreement in a form to be mutually agreed by the Buyer Parties and the Seller Parties (each, an “Assignment of Union Agreement”), duly executed by Buyer OP or the applicable Buyer Designee or (y) evidence reasonably satisfactory to the Seller Parties that a Buyer Party, an Affiliate of a Buyer Party (or a third party service provider) has entered into a successor agreement to such Union Agreement on substantially comparable terms and conditions to those applicable under such Union Agreement and Section 6.6 hereof; (p) the Buyer Parties shall deliver to the Seller Parties the Closing Statement duly executed by the Buyer Parties; and (iq) the Buyer Parties shall deliver a letter preliminary change of instruction signed ownership report for each Target Property duly executed by an authorized officer of each of Buyer OP or the PCB Holdcos applicable Buyer Designee, and directed to the registered agent of each such entity in the British Virgin Islands instructing such registered agent or agents to update the register of members to reflect Buyer other transfer tax forms, if any, as the owner of all outstanding equity interests of the PCB Holdcosare required by state and local authorities.

Deliveries by the Buyer Parties. At the Closing, The Buyer Ultimate Parent shall Parties shall, (i) pay or cause to be paid to the Seller a cash amount equal to (x) the First Tranche Consideration, less (y) the sum of (A) the Tax Escrow Amount, (B) the Existing Escrow Amount and (C) the Agreed Restructuring Amount, by wire transfer of immediately available funds in U.S. Dollars to the Seller Bank Account; (ii) together with Duowan Entertainment Corporation (and the Seller Parties shall procure Duowan Entertainment Corporation to), deliver a joint written instruction to the Existing Escrow Agent to release to the Seller Parent(or its designee) the Existing Escrow Amount (together with all interest that may have accrued thereon); (iii) together with the Seller or its applicable Affiliate (and the Seller Parties shall procure the Seller or its applicable Affiliate to), deliver a joint written instruction to the TSA Escrow Agent to release to the Seller (or its designee) the TSA Escrow Amount (together with all interest that may have accrued thereon), if and only if the Transition Services Agreement has been agreed, executed and delivered as designee of Sellerthe Closing Date; (iv) deposit or cause to be deposited in the Tax Escrow Account, by wire transfer of immediately available funds in U.S. Dollars, the following:Tax Escrow Amount; (av) a counterpart signature page deposit or cause to be deposited in the Shareholders RMB Escrow Account the sum of the Second Tranche Consideration Deposit Amount, the Third Tranche Consideration Deposit Amount and the Fourth Tranche Consideration Deposit Amount, by wire transfer of immediately available funds in RMB; (vi) deliver or cause to be delivered the Transition Services Agreement, duly executed by the applicable Buyer Ultimate Parent; (b) a counterpart signature page to Parties or Affiliates thereof, if the Registration Rights Agreement, duly executed by Buyer Ultimate Parent; (c) the Cash Purchase Price Transition Services Agreement is in agreed form as provided pursuant to Section 2.2(a); (d) a stock certificate representing the Equity Consideration, duly registered in the name of Seller Parent, as designee of Seller, free and clear of any Encumbrances (other than restrictions on transfer which arise under applicable securities Laws and those arising under the Shareholders Agreement); (e) the certificate to be delivered pursuant to Section 7.3(d); (f) a receipt from Buyer acknowledging the transfer and receipt of the Transferred Equity Interests to the Buyer; (g) certified copy of the resolutions adopted by the Board of the Buyer and the Buyer Ultimate Parent, authorizing the execution and delivery of this Agreement and the Ancillary Agreement and the transactions contemplated hereunder and thereunder, including without limitation, the Purchase of the Transferred Equity Interests, the allotment and issuance of the Equity Consideration to Seller Parent, as designee of Seller, and the registration of the Seller Parent, as designee of Seller, as the owner of the Equity Consideration in the stock register of the Buyer Ultimate Parent; (h) evidence to the reasonable satisfaction of the Seller Parties that the Seller Parent, as designee of Seller, has been registered as the owner of the Equity Consideration in the stock register of the Buyer Ultimate ParentClosing Date; and (ivii) a letter of instruction signed by an authorized officer of each of the PCB Holdcos and directed deliver or cause to be delivered to the registered agent of each Seller or its applicable Affiliates such entity in amounts (including, to the British Virgin Islands instructing such registered agent extent not already paid, the Agreed Restructuring Amount), documents and instruments required to be delivered by the Buyer Parties or agents to update their Affiliates at the register of members to reflect Buyer as Closing under the owner of all outstanding equity interests of the PCB Holdcos.Restructuring Plan. ​ ​ ​ ​