Common use of Deliveries by the Buyer Clause in Contracts

Deliveries by the Buyer. At the Closing, the Buyer will deliver the following to the Sellers: (a) The portion of the Purchase Price referred to in Section 4.2(a), by wire transfer of immediately available U.S. funds, or by such other means as are agreed upon by the Sellers and the Buyer; (b) Opinions of counsel and certificates (as contemplated by Section 8.3) with respect to the Purchased Assets; (c) The Instruments of Assumption with respect to the Assumed Obligations, duly executed by the Buyer or its designee; (d) All such other instruments of assumption as shall, in the reasonable opinion of the Sellers and its counsel, be necessary for the Buyer or its designee to assume the Assumed Obligations related to the Purchased Assets in accordance with this Agreement; (e) A copy of the resolutions of the Board of Directors (or similar governing board) of each of the Buyer and its designees authorizing and approving this Agreement and each of the Closing Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, certified by the secretary (or similar officer) of the Buyer or its designee, as the case may be; (f) A copy of the articles of incorporation and by-laws (or equivalent charter documents) of each of the Buyer and its designees, certified by its secretary (or similar officer), and a copy of the articles of incorporation (or equivalent charter documents) of each of the Buyer and its designees, certified by the Wisconsin Department of Financial Institutions, or by the similar authority in any jurisdiction of organization other than Wisconsin; (g) A certificate by the secretary (or similar officer), of each of the Buyer, and its designees, as to the incumbency of each person executing any Closing Document on behalf of Buyer or its designee, as the case may be; and (h) Such other agreements, documents, instruments and writings as are required to be delivered by the Buyer, or its designee, at or prior to the Closing Date pursuant to this Agreement or otherwise required in connection herewith.

Deliveries by the Buyer. At the Closing, the The Buyer will shall deliver the following to the SellersCompany (or, in the case of (i) below, to the Payment Agent) at the Closing the following: (ai) The portion payment of the Purchase Price referred to in Section 4.2(a), by wire transfer accordance with the provisions of immediately available U.S. funds, or by such other means as are agreed upon by the Sellers and the BuyerArticle II; (bii) Opinions a certificate, dated as of counsel the Closing Date and certificates (as contemplated executed by Section 8.3) with respect a Vice President of the Buyer to the Purchased Assetseffect that: (A) each of the representations and warranties of the Buyer made under Article V hereof is true and correct in all material respects on the Closing Date as though such representations and warranties were made on such date and (B) the Buyer has performed and complied in all material respects with all covenants and obligations under this Agreement which are to be performed or complied with by it on or prior to the Closing Date; (ciii) The Instruments the written opinion of Assumption with respect to Wxxxx Hxxxxxxxxxx Dxxxx S.C., counsel for the Assumed ObligationsBuyer, duly executed by dated the Buyer or its designeeClosing Date, substantially in the form of Exhibit H hereto; (div) All such other instruments of assumption a copy, certified as shall, in the reasonable opinion of the Sellers and its counselClosing Date by a proper officer of the Buyer, be necessary for the Buyer or its designee to assume the Assumed Obligations related to the Purchased Assets in accordance with this Agreement; (e) A copy of the resolutions of the Board of Directors of the Buyer authorizing the execution, delivery and performance of this Agreement by the Buyer; (or similar governing boardv) executed counterparts of each of the Buyer and its designees authorizing and approving this Agreement and each of the Closing Documents agreements specified in Section 3.2(a)(vii) above to which it the Buyer is a party and the consummation of the transactions contemplated hereby and thereby, certified by the secretary (or similar officer) of the Buyer or its designee, as the case may beparty; (fvi) A copy Certificate of the articles of incorporation and by-laws (or equivalent charter documents) of each of the Buyer and its designees, certified by its secretary (or similar officer), and a copy of the articles of incorporation (or equivalent charter documents) of each of the Buyer and its designees, certified Status issued by the Wisconsin Department of Financial Institutions, or by the similar authority in any jurisdiction of organization other than Wisconsin; Institutions dated within twenty (g20) A certificate by the secretary (or similar officer), of each business days of the Buyer, Closing Date certifying that the Buyer is a domestic corporation organized under the laws of the State of Wisconsin and has filed its designees, as to annual report required under the incumbency of each person executing any Closing Document on behalf of Buyer or its designee, as the case may beWBCL; and (hvii) Such other agreements, documents, instruments and writings as are required to be delivered by the Buyer, or its designee, at or prior all executed written consents of third parties to the Closing Date Share Exchange contemplated hereunder which may be required pursuant to this Agreement any agreement or otherwise required in connection herewitharrangement which the Buyer is a party.

Deliveries by the Buyer. At or prior to the Closing, the Buyer will shall deliver the following to Teligent (on behalf of the Sellers:): (a) The portion an amount of cash equal to the Purchase Price referred to in Section 4.2(a)Cash Consideration and the Additional Cash Consideration, if any, less the Actual DIP Financing Amount by wire transfer of immediately immediately-available U.S. fundsfunds to such account or accounts specified by Teligent; (b) the stock certificates representing the Stock Consideration; (c) the Warrants, or duly executed by such other means as are agreed upon by the Sellers and the Buyer; (bd) Opinions certified copies of counsel the Certificate of Incorporation and certificates (the Bylaws of the Buyer and each of the Designated Buyer Subsidiaries, each as contemplated by Section 8.3) with respect to in effect as of the Purchased AssetsClosing; (ce) The Instruments certified copies of the resolutions duly adopted by the Buyer's board of directors authorizing the execution, delivery and performance of this Agreement and each of the other transactions contemplated hereby, including the issuance and delivery of the Stock Consideration hereunder; (f) the Instrument of Assignment and Assumption with respect to the Assumed ObligationsObligations and Assumed Agreements, duly executed by the Buyer or its designeeBuyer; (dg) All the Registration Rights Agreement, duly executed by the Buyer; (h) the certificate contemplated by Section 8.3(b); (i) all such other instruments of assumption as shall, in the reasonable opinion of the Sellers Teligent and its counsel, be necessary for the Buyer or its designee to assume the Assumed Obligations related to the Purchased Assets in accordance with this Agreement; (e) A copy of the resolutions of the Board of Directors (or similar governing board) of each of the Buyer and its designees authorizing and approving this Agreement and each of the Closing Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, certified by the secretary (or similar officer) of the Buyer or its designee, as the case may be; (f) A copy of the articles of incorporation and by-laws (or equivalent charter documents) of each of the Buyer and its designees, certified by its secretary (or similar officer), and a copy of the articles of incorporation (or equivalent charter documents) of each of the Buyer and its designees, certified by the Wisconsin Department of Financial Institutions, or by the similar authority in any jurisdiction of organization other than Wisconsin; (g) A certificate by the secretary (or similar officer), of each of the Buyer, and its designees, as to the incumbency of each person executing any Closing Document on behalf of Buyer or its designee, as the case may be; and (hj) Such such other agreements, documents, instruments and writings as are required to be delivered by the Buyer, or its designee, Buyer at or prior to the Closing Date pursuant to this Agreement or otherwise required in connection herewithAgreement, except where the failure to deliver such agreements, documents, instruments and writings would not materially affect the Buyer's ability to consummate the transactions contemplated hereby (a "Buyer Material Adverse Effect").

Deliveries by the Buyer. At the Closing, the Buyer will deliver deliver, or cause to be delivered, the following to the SellersSeller: (a) The portion Purchase Price, as adjusted pursuant to the provisions of the Purchase Price referred to in Section 4.2(a3.3(a), by wire transfer of immediately available U.S. funds, funds in accordance with Seller's instructions or by such other means as are agreed upon by the Sellers Seller and the Buyer; (b) Opinions The opinion of counsel and certificates (as officer's certificate contemplated by Section 8.3) with respect to the Purchased Assets7.2; (c) The Instruments of Assignment and Assumption with respect to the Assumed ObligationsAgreement, duly executed by the Buyer or its designeeBuyer; (d) Copies, certified by the Secretary (or other authorized representative performing similar functions) of the Buyer and the Buyer's Parent, respectively, of resolutions authorizing the execution and delivery of this Agreement and all of the agreements and instruments to be executed and delivered by the Buyer and Buyer's Parent, respectively, in connection herewith, and the consummation of the transactions contemplated hereby; (e) Certificates of the Secretary of the Buyer and the Buyer's Parent, respectively, which shall identify by name and title and bear the signatures of the officers or managers of the Buyer and Buyer's Parent, respectively, authorized to execute and deliver this Agreement and the other agreements contemplated hereby to which the Buyer or the Buyer's Parent is a party; (f) Certificates of Good Standing with respect to the Buyer and Buyer's Parent issued by the Secretary of State of such entity's organization; (g) All such other instruments of assumption as shall, in the reasonable opinion of the Sellers Seller and its counsel, be necessary for the Buyer or its designee to assume the Assumed Obligations related to the Purchased Assets Liabilities in accordance with this Agreement; (eh) A copy Copies of any and all governmental and other third party consents, waivers or approvals obtained by the Buyer with respect to transfer of the resolutions of the Board of Directors (Purchased Assets, or similar governing board) of each of the Buyer and its designees authorizing and approving this Agreement and each of the Closing Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, certified by the secretary (or similar officer) of the Buyer or its designee, as the case may bethis Agreement; (fi) A copy Certificates of Insurance relating to the insurance policies required pursuant to Article 10 of the articles of incorporation and by-laws (or equivalent charter documents) of each of the Buyer and its designees, certified by its secretary (or similar officer), and a copy of the articles of incorporation (or equivalent charter documents) of each of the Buyer and its designees, certified by the Wisconsin Department of Financial Institutions, or by the similar authority in any jurisdiction of organization other than WisconsinInterconnection Agreement; (g) A certificate by the secretary (or similar officer), of each of the Buyer, and its designees, as to the incumbency of each person executing any Closing Document on behalf of Buyer or its designee, as the case may be; and (hj) Such other agreements, documents, instruments and writings as are required to be delivered by the Buyer, or its designee, Buyer at or prior to the Closing Date pursuant to this Agreement Agreement; and (k) The payment, in a manner specified by the Seller, for any Capital Expenditures, OM Expenditures or otherwise required in connection herewithrelated lost margin costs incurred by the Seller pursuant to Section 6.1(c).

Deliveries by the Buyer. At the Closing, the Buyer will deliver shall deliver, or cause to be delivered, to the Seller the following to the Sellersduly executed and/or certified, as appropriate, and otherwise effective items: (a) The portion of the Purchase Price referred to in Section 4.2(a), by wire transfer of immediately available U.S. funds, or by such other means as are agreed upon by the Sellers and the Buyerthis Agreement; (b) Opinions of counsel and certificates (as contemplated by Section 8.3) with respect the Related Agreements to which the Purchased AssetsBuyer is a party, if any; (c) The Instruments of Assumption with respect to the Assumed ObligationsBuyer Consents, if any; (d) a certificate in substantially the form attached hereto as Exhibit 6.2(d) (the “Buyer Certificate”) duly executed by the Buyer or its designee; representing, warranting, and certifying to the Seller that, except as otherwise stated in the Buyer Certificate, each representation and warranty of the Buyer in this Agreement was true, accurate, and complete in all material respects on and as of the date of this Agreement and is true, accurate, and complete in all material respects on and as of the Closing Date to the same extent and with the same effect as if made on and as of the Closing Date (d) All except for changes contemplated by this Agreement and except to the extent any such other instruments representation and warranty speaks of assumption as shallan earlier and/or later date and/or time, in the reasonable opinion which case such representation or warranty shall have been true, accurate, and complete in all material respects as of the Sellers and its counsel, be necessary for the Buyer or its designee to assume the Assumed Obligations related to the Purchased Assets in accordance with this Agreementsuch earlier and/or later date and/or time); (e) A copy copies, certified or otherwise identified to the reasonable satisfaction of the resolutions Seller, of all documents and items that the Seller shall reasonably request, if any, to carry out the intents and purposes of this Agreement, including, without limitation, a unanimous written consent of the Board board of Directors directors (or similar governing board) of each of including, without limitation, the Buyer and its designees authorizing and approving this Agreement and each of the Closing Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, certified by the secretary (or similar officerdisinterested directors) of the Buyer Buyer, dated on or its designeebefore the date hereof approving, as authorizing, and adopting this Agreement, the case may be;Related Agreements, and the Contemplated Transactions, if any; and (f) A copy of the articles of incorporation and by-laws (or equivalent charter documents) of each of the Buyer and its designees, certified by its secretary (or similar officer), and a copy of the articles of incorporation (or equivalent charter documents) of each of the Buyer and its designees, certified by the Wisconsin Department of Financial Institutions, or by the similar authority in any jurisdiction of organization other than Wisconsin; (g) A certificate by the secretary (or similar officer), of each of the Buyer, and its designees, as to the incumbency of each person executing any Closing Document on behalf of Buyer or its designee, as the case may be; and (h) Such other agreements, documents, instruments and writings as are required to be delivered by the Buyer, or its designee, at or prior to the Closing Date pursuant to this Agreement or otherwise required in connection herewithPurchase Price.

Deliveries by the Buyer. At the Closing, the Buyer will deliver deliver, or cause to be delivered, the following to the SellersSeller: (a) The portion Cash Purchase Price, as adjusted pursuant to Section 3.3; (b) The opinion of counsel and officer's certificate contemplated by Section 7.2; (c) All Ancillary Agreements to which the Purchase Price referred to in Section 4.2(a)Buyer is a party, duly executed by wire transfer of immediately available U.S. funds, or by such other means as are agreed upon by the Sellers and the Buyer; (bd) Opinions Copies, certified by the Secretary or Assistant Secretary of counsel the Buyer, of resolutions authorizing the execution and certificates delivery of this Agreement, and all of the agreements and instruments to be executed and delivered by the Buyer in connection herewith, and the consummation of the transactions contemplated hereby; (as contemplated e) A certificate of the Secretary or Assistant Secretary of the Buyer identifying the name and title and bearing the signatures of the officers of the Buyer authorized to execute and deliver this Agreement and the other agreements to be executed and delivered by Section 8.3the Buyer in connection herewith; (f) Certificates of good standing with respect to the Purchased AssetsBuyer (dated a date reasonably close to the Closing Date), issued by the Secretary of State of the State of Delaware and the Secretary of State of the State of Vermont; (c) The Instruments of Assumption with respect to the Assumed Obligations, duly executed by the Buyer or its designee; (dg) All such other instruments of assumption as shall, in the reasonable opinion of the Sellers Seller and its counsel, be necessary for the Buyer or its designee to assume the Assumed Liabilities and Obligations related to the Purchased Assets in accordance with this Agreement; (eh) A copy Copies of any and all governmental and other third party consents, waivers or approvals obtained by the Buyer with respect to the transfer of the resolutions of the Board of Directors (Acquired Assets, or similar governing board) of each of the Buyer and its designees authorizing and approving this Agreement and each of the Closing Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, certified by the secretary (or similar officer) of the Buyer or its designee, as the case may bethis Agreement; (f) A copy of the articles of incorporation and by-laws (or equivalent charter documents) of each of the Buyer and its designees, certified by its secretary (or similar officer), and a copy of the articles of incorporation (or equivalent charter documents) of each of the Buyer and its designees, certified by the Wisconsin Department of Financial Institutions, or by the similar authority in any jurisdiction of organization other than Wisconsin; (g) A certificate by the secretary (or similar officer), of each of the Buyer, and its designees, as to the incumbency of each person executing any Closing Document on behalf of Buyer or its designee, as the case may be; and (hi) Such other agreements, documents, instruments and writings as are reasonably required to be delivered by the Buyer, or its designee, Buyer at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably required in connection herewith; and (j) Evidence of the Buyer's membership in NEPOOL.