Common use of Deliveries by the Buyer Clause in Contracts

Deliveries by the Buyer. At the Closing, the Buyer will deliver the following to or for the account of the Sellers or certain of its employees, as the case may be: (a) The Promissory Note required by Section 1.2 above; (b) The Assignment and Assumption Agreements required by Section 1.3; (c) The Lease Assignments required by Section 1.3; (d) The Security Agreements and the Membership Pledge Agreements required by Section 1.2; (e) The Opinion of the Buyer's counsel required by Section 6.1 above; (f) A certificate of an officer of the Buyer certifying as of the Closing Date (i) a true, correct and complete copy of the Articles of Incorporation of the Buyer and all amendments thereto as in effect on the Closing Date; (ii) a true, correct and complete copy of the bylaws of the Buyer and all amendments thereto as in effect on the Closing Date; (iii) a true, correct and complete copy of the resolutions approved and adopted by the Board of Directors of the Buyer authorizing the transactions contemplated herein; and (iv) Good Standing Certificate from the Delaware Secretary of State; and (g) All other documents, instruments and writings required to be delivered by the Buyer 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 Buyer will deliver the following to or for the account of the Sellers or certain of its employees, as the case may beSellers: (a) The Promissory Note consideration required by Section 1.2 above; (b) The Assignment and Assumption Agreements Stock Pledge Agreement required by Section 1.31.2(b); (c) The Lease Assignments Security Agreement required by Section 1.31.2(b); (d) The Security Agreements and the Membership Pledge Agreements Escrow Agreement required by Section 1.21.2(c); (e) The Opinion of the Buyer's counsel Employment Agreement required by Section 6.1 above; (f) The Opinion of the Buyer's Counsel required by Section 6.2 above; (g) A certificate of an officer of the Buyer certifying as of the Closing Date (i) a true, correct correct, and complete copy of the Articles Certificate of Incorporation of the Buyer and all amendments thereto as in effect on the Closing Date; (ii) a true, correct correct, and complete copy of the bylaws of the Buyer and all amendments thereto as in effect on the Closing Date; (iii) a true, correct correct, and complete copy of the resolutions approved and adopted by the Board of Directors of the Buyer authorizing the transactions contemplated herein; and (iv) Certificate of Good Standing Certificate from the Delaware Secretary of State; and (v) the incumbency of the duly authorized officers of the Buyer; (h) The Registration Rights Agreement required by Section 6.5; and (gi) All other documents, instruments and writings required to be delivered by the Buyer 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 Buyer will deliver the following to or for the account of the Sellers or certain of its employees, as the case may beSellers: (a) The Promissory Note consideration required by Section 1.2 above; (b) The Assignment and Assumption Agreements required by Section 1.3; (c) The Lease Assignments required by Section 1.3; (d) The Security Agreements and the Membership Pledge Agreements required by Section 1.2; (e) The Opinion of the Buyer's counsel Employment Agreement required by Section 6.1 above; (c) The Noncompetition Agreement required by Section 6.2 above; (d) The Registration Rights Agreement required by Section 6.3 above; (e) The Subordination Agreements required by Section 6.4 above; (f) The Escrow Agreement required by Section 6.5 above; (g) A certificate of an officer of the Buyer certifying as of the Closing Date (i) a true, correct correct, and complete copy of the Articles Certificate of Incorporation of the Buyer and all amendments thereto as in effect on the Closing Date; (ii) a true, correct correct, and complete copy of the bylaws of the Buyer and all amendments thereto as in effect on the Closing Date; (iii) a true, correct correct, and complete copy of the resolutions approved and adopted by the Board of Directors of the Buyer authorizing the transactions contemplated herein; and (iv) Certificate of Good Standing Certificate from the Delaware Secretary of State; and (gh) All other documents, instruments and writings required to be delivered by the Buyer 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 Buyer will deliver the following to or for the account of the Sellers Seller or certain of its employees, as the case may be: (a) The Promissory Note payment required by Section 1.2 1.2(a) above; (b) The Assignment and Assumption Agreements Agreement required by Section 1.3; (c) The Lease Assignments Sublease Agreement required by Section 1.3; (d) The Security Agreements and the Membership Pledge Agreements Employment Agreement required by Section 1.26.1 above; (e) The Opinion of the Buyer's counsel required by Section 6.1 6.2 above; (f) A certificate of an officer of the Buyer certifying as of the Closing Date (i) a true, correct correct, and complete copy of the Articles of Incorporation of the Buyer and all amendments thereto as in effect on the Closing Date; (ii) a true, correct correct, and complete copy of the bylaws of the Buyer and all amendments thereto as in effect on the Closing Date; (iii) a true, correct correct, and complete copy of the resolutions approved and adopted by the Board of Directors of the Buyer authorizing the transactions contemplated herein; and (iv) Good Standing Certificate from the Delaware Secretary of State; and (g) All other documents, instruments and writings required to be delivered by the Buyer 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 Buyer will deliver the following to or for the account of the Sellers or certain of its employees, as the case may beSellers: (a) The Promissory Note consideration required by Section 1.2 above; (b) The Assignment and Assumption Agreements Contingent Promissory Note required by Section 1.31.2 above; (c) The Lease Assignments required by Section 1.3; (d) The Security Agreements and the Membership Pledge Agreements required by Section 1.2; (e) The Opinion of the Buyer's counsel Employment Agreement required by Section 6.1 above; (fd) The Opinion of the Buyer's Counsel required by Section 6.2 above; (e) A certificate of an officer of the Buyer certifying as of the Closing Date (i) a true, correct correct, and complete copy of the Articles Certificate of Incorporation of the Buyer and all amendments thereto as in effect on the Closing Date; (ii) a true, correct correct, and complete copy of the bylaws of the Buyer and all amendments thereto as in effect on the Closing Date; (iii) a true, correct correct, and complete copy of the resolutions approved and adopted by the Board of Directors of the Buyer authorizing the transactions contemplated herein; and (iv) Certificate of Good Standing Certificate from the Delaware Secretary of State; and (v) the incumbency of the duly authorized officers of the Buyer; and (gf) All other documents, instruments and writings required to be delivered by the Buyer 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 Buyer will deliver the following to or for the account of the Sellers or certain of its employees, as the case may beSeller: (a) The Promissory Note consideration required by Section 1.2 above; (b) The Assignment and Assumption Agreements Contingent Promissory Note required by Section 1.31.2 above; (c) The Lease Assignments required by Section 1.3; (d) The Security Agreements and the Membership Pledge Agreements required by Section 1.2; (e) The Opinion of the Buyer's counsel Counsel required by Section 6.1 above; (fd) A certificate of an officer of the Buyer certifying as of the Closing Date (i) a true, correct correct, and complete copy of the Articles Certificate of Incorporation of the Buyer and all amendments thereto as in effect on the Closing Date; (ii) a true, correct correct, and complete copy of the bylaws of the Buyer and all amendments thereto as in effect on the Closing Date; (iii) a true, correct correct, and complete copy of the resolutions approved and adopted by the Board of Directors of the Buyer authorizing the transactions contemplated herein; and (iv) Certificate of Good Standing Certificate from the Delaware Secretary of State; and (v) the incumbency of the duly authorized officers of the Buyer; and (ge) All other documents, instruments and writings required to be delivered by the Buyer 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 Buyer will deliver the following to or for the account of the Sellers Seller or certain of its employees, as the case may be: (a) The Promissory Note payment required by Section 1.2 1.2(a) above; (b) The Assignment and Assumption Agreements Promissory Note of the Buyer required by Section 1.31.2(b) above; (c) The Lease Assignments Xxxx of Sale, Assignment and Assumption Agreement required by Section 1.3; (d) The Security Agreements Lease Assignment and the Membership Pledge Agreements Assumption Agreement required by Section 1.21.3; (e) The Opinion of the Buyer's counsel Employment Agreement required by Section 6.1 above; (f) A certificate of an officer of the Buyer certifying as of the Closing Date (i) a true, correct correct, and complete copy of the Articles of Incorporation of the Buyer and all amendments thereto as in effect on the Closing Date; (ii) a true, correct correct, and complete copy of the bylaws of the Buyer and all amendments thereto as in effect on the Closing Date; (iii) a true, correct correct, and complete copy of the resolutions approved and adopted by the Board of Directors of the Buyer authorizing the transactions contemplated herein; and (iv) Good Standing Certificate of Existence from the Delaware Kentucky Secretary of State; and (g) All other documents, instruments and writings required to be delivered by the Buyer at or prior to the Closing Date pursuant to this Agreement or otherwise required in connection herewith.. ARTICLE 8 TERMINATION [INTENTIONALLY OMITTED]

Deliveries by the Buyer. (1) At the Closing, the Buyer will deliver the following to or for the account of the Sellers Seller or certain of its employees, as the case may be: (a) The Promissory Note Purchase Price as required by Section 1.2 above, including the Note and an executed copy of the Escrow Agreement; (b) The Assignment and Assumption Agreements required by Section 1.3; (c) The Lease Assignments required by Section 1.3; (d) The Security Agreements and the Membership Pledge Agreements required by Section 1.2; (e) The Opinion of the Buyer's counsel required by Section 6.1 6.3 above; (fc) A certificate of an executive officer of the Buyer certifying as of the Closing Date (i) a true, correct correct, and complete copy of the Articles of Incorporation of the Buyer and all amendments thereto as in effect on the Closing Date; (ii) a true, correct correct, and complete copy of the bylaws of the Buyer and all amendments thereto as in effect on the Closing Date; (iii) a true, correct correct, and complete copy of the resolutions approved and adopted by the Board of Directors of the Buyer authorizing the transactions contemplated herein; and (iv) Good Standing Certificate from the Delaware Secretary of State; (d) An executed copy of the employment agreement with Fredxxxx X. Xxxxxxx; (e) The Letter of Credit with Mercantile in favor of Seller; and (gf) All other documents, instruments and writings required to be delivered by the Buyer at or prior to the Closing Date pursuant to this Agreement or otherwise required in connection herewith. (2) On the Funding Date, the Buyer shall deliver or cause to be delivered to the Seller the Shares.