Common use of Deliveries by the Parent Clause in Contracts

Deliveries by the Parent. At the Closing, the Parent shall deliver, or shall cause to be delivered, to the Company and the Holders or, if indicated below, to or for the account of the Holders, the Escrow Agent, or U.S. Bank, each of the following: (a) to the Holders, the Initial Merger Consideration, less the Escrow Amount, by wire transfer of immediately available funds to such accounts as the Holder Representative shall have specified to the Parent at least 24 hours prior to the Closing; (b) to the Escrow Agent, the Escrow Amount, by wire transfer of immediately available funds to such account as is specified in the Escrow Agreement; (c) to U.S. Bank, the amount of the Closing Indebtedness, by wire transfer of immediately available funds to such account as U.S. Bank shall have specified to the Parent at least 24 hours prior to the Closing; (d) the Surviving Entity LLC Agreement executed by a duly authorized officer of the Parent; (e) a certificate to the effect set forth in Sections 10.1 and 10.2 hereof, dated the Closing Date and signed on behalf of the Parent and Merger Subsidiary by its duly authorized officers; (f) certificates, duly executed by the respective authorized officer of Parent and Merger Subsidiary, dated the Closing Date, to the effect that (i) the respective resolutions adopted by the board of managers and sole member of the Parent and the sole member of Merger Subsidiary authorizing this Agreement and the transactions contemplated hereby, including the Merger, were duly adopted at meeting that was duly called and held, at which a quorum was present and acting throughout, or by unanimous written consent, and such resolutions remain in full force and effect, and have not been amended, rescinded or modified and (ii) the respective officers of Parent and Merger Subsidiary executing this Agreement and the other documents, agreements and instruments to be executed and delivered by Parent and Merger Subsidiary pursuant to this Agreement are duly authorized to execute the same; (g) a certificate from the Secretary of State of the State of Delaware with respect to the existence and good standing of the Parent and Merger Subsidiary; and (h) a counterpart of the Escrow Agreement, duly executed by the Parent.

Deliveries by the Parent. At the Closing, the Parent shall deliver, execute and deliver or shall cause to be delivered, as applicable, to the Company and the Holders or, if indicated below, to or for the account of the Holders, the Escrow Agent, or U.S. Bank, each of the followingPurchaser: (a) to the Holders, Exclusivity Agreement substantially in the Initial Merger Consideration, less form of Exhibit E attached hereto (the Escrow Amount, by wire transfer of immediately available funds to such accounts as the Holder Representative shall have specified to the Parent at least 24 hours prior to the Closing“Exclusivity Agreement”); (b) the Main and Service Construction Contract substantially in the form of Exhibit F attached to that certain Asset Purchase Agreement, dated the Escrow Agent, the Escrow Amountdate hereof, by wire transfer of immediately available funds to such account as is specified in and among the Escrow Seller, Sub-Surface Construction Co., EnStructure and the Parent (the “Services Agreement”); (c) to U.S. Bank, the amount Transition Services Agreement substantially in the form of Exhibit G attached hereto (the Closing Indebtedness, by wire transfer of immediately available funds to such account as U.S. Bank shall have specified to the Parent at least 24 hours prior to the Closing“Transition Agreement”); (d) subleases by and among the Surviving Entity LLC Seller, the Parent and the Purchaser relating to the Leased Real Property located at (i) 000 Xxxxxxxxx Xxxxxx Xxxx, Xxxxxxxxxxxxx, Xxxxxxx and (ii) 0000 Xxxxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxx, each substantially in the form of Exhibit H attached hereto (collectively, the “Subleases”) together with true and correct copies of the underlying leases, such landlord consents and recognition agreements as the Purchaser may require; (e) true and complete copies, certified by the Secretary or an Assistant Secretary of the Parent, of the (i) resolutions duly and validly adopted by the Board of Directors of the Parent evidencing its authorization of the execution and delivery of this Agreement executed by and the other documents contemplated hereby to which the Parent is a duly authorized officer party and the consummation of the transactions contemplated hereby and thereby and (ii) Bylaws of the Parent; (ef) a certificate to of the effect set forth in Sections 10.1 and 10.2 hereof, dated the Closing Date and signed on behalf Secretary or an Assistant Secretary of the Parent certifying the names and Merger Subsidiary by its duly authorized officers; (f) certificates, duly executed by signatures of the respective authorized officer of Parent and Merger Subsidiary, dated the Closing Date, to the effect that (i) the respective resolutions adopted by the board of managers and sole member officers of the Parent and the sole member of Merger Subsidiary authorizing this Agreement and the transactions contemplated hereby, including the Merger, were duly adopted at meeting that was duly called and held, at which a quorum was present and acting throughout, or by unanimous written consent, and such resolutions remain in full force and effect, and have not been amended, rescinded or modified and (ii) the respective officers of Parent and Merger Subsidiary executing authorized to sign this Agreement and the other documents, agreements and instruments documents contemplated hereby to which the Parent is a party to be executed and delivered by Parent and Merger Subsidiary pursuant to this Agreement are duly authorized to execute the samehereunder; (g) a certificate from the Secretary of State a duly authorized officer of the State of Delaware Parent certifying as to the matters set forth in Sections 9.2(a) and (b) with respect to the existence representations and good standing warranties contained in Article III and Article V hereof and the covenants and obligations of the Parent and Merger SubsidiaryParent; and (h) a counterpart any additional documents or instruments as the Purchaser may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer, conveyance, subleasing and delivery of the Escrow Agreement, duly executed by Purchased Assets to the ParentPurchaser and to put the Purchaser in actual possession or control of the Purchased Assets.

Deliveries by the Parent. At the Closing, the Parent shall deliver, deliver or shall cause to be delivered, delivered to the Company and the Holders or, if indicated below, to or for the account of the Holders, the Escrow Agent, or U.S. Bank, each of the followingPurchasers: (a) to a Xxxx of Sale, Assignment and Assumption Agreement substantially in the Holdersform attached as Exhibit A, duly executed by the Initial Merger Consideration, less Sellers (the Escrow Amount, by wire transfer “Xxxx of immediately available funds to such accounts as the Holder Representative shall have specified to the Parent at least 24 hours prior to the ClosingSale”); (b) a grant deed (the “Grant Deed”) subject to all Permitted Liens, in recordable form with respect to the Escrow AgentOwned Real Property, the Escrow Amount, by wire transfer of immediately available funds to such account as is specified substantially in the Escrow Agreementform attached as Exhibit B, duly executed by HH Shoppers; (c) to U.S. Banka Trademark Assignment substantially in the form attached as Exhibit C (the “Trademark Assignment”) and a Domain Name Assignment substantially in the form attached as Exhibit D (the “Domain Name Assignment”), each duly executed by the amount of the Closing Indebtedness, by wire transfer of immediately available funds to such account as U.S. Bank shall have specified to the Parent at least 24 hours prior to the ClosingSellers; (d) a Transition Services Agreement substantially in the Surviving Entity LLC Agreement form attached as Exhibit E (the “Transition Services Agreement”), duly executed by a duly authorized officer of the Parent; (e) a certificate to an Assignment and Assumption of Leases Agreement substantially in the effect set forth in Sections 10.1 and 10.2 hereofform attached as Exhibit F (the “Lease Assignment”), dated the Closing Date and signed on behalf of the Parent and Merger Subsidiary duly executed by its duly authorized officersShoppers; (f) certificates, duly executed satisfactory evidence of releases of all Liens (other than Permitted Liens) held by the respective authorized officer of Parent and Merger Subsidiary, dated the Closing Date, to the effect that (i) the respective resolutions adopted by the board of managers and sole member any Person in any of the Parent and the sole member of Merger Subsidiary authorizing this Agreement and the transactions contemplated hereby, including the Merger, were duly adopted at meeting that was duly called and held, at which a quorum was present and acting throughout, or by unanimous written consent, and such resolutions remain in full force and effect, and have not been amended, rescinded or modified and (ii) the respective officers of Parent and Merger Subsidiary executing this Agreement and the other documents, agreements and instruments to be executed and delivered by Parent and Merger Subsidiary pursuant to this Agreement are duly authorized to execute the samePurchased Assets; (g) a certificate from the Secretary of State certificate, dated as of the State of Delaware with respect to the existence Closing Date and good standing duly executed by a senior officer of the Parent certifying the satisfaction of the conditions set forth in Section 8.2(a) and Merger Subsidiary; andSection 8.2(b); (h) a counterpart certificate of non-foreign status satisfying the Escrow Agreementrequirements of Treasury Regulation Section 1.1445-2(b), duly executed by each of the ParentSellers; (i) a California 593-C Form satisfying the requirements of California Revenue & Taxation Code Section 18662, duly executed by HH Shoppers; and (j) all other previously undelivered documents required to be delivered by the Sellers or the Parent to the Purchasers at or prior to the Closing pursuant to this Agreement.

Deliveries by the Parent. At the Closing, the Parent shall deliver, execute and deliver or shall cause to be delivered, as applicable, to the Company and the Holders or, if indicated below, to or for the account of the Holders, the Escrow Agent, or U.S. Bank, each of the followingPurchaser: (a) to the Holders, Exclusivity Agreement substantially in the Initial Merger Consideration, less form of Exhibit E attached hereto (the Escrow Amount, by wire transfer of immediately available funds to such accounts as the Holder Representative shall have specified to the Parent at least 24 hours prior to the Closing“Exclusivity Agreement”); (b) to the Escrow Agent, the Escrow Amount, by wire transfer of immediately available funds to such account as is specified Main and Service Construction Contract substantially in the Escrow form of Exhibit F attached hereto (the “Services Agreement”); (c) to U.S. Bank, the amount Transition Services Agreement substantially in the form of Exhibit G attached hereto (the Closing Indebtedness, by wire transfer of immediately available funds to such account as U.S. Bank shall have specified to the Parent at least 24 hours prior to the Closing“Transition Agreement”); (d) subleases by and among the Surviving Entity LLC Seller, the Parent and the Purchaser relating to the Leased Real Property located at (i) 0000 Xxxxxxxx Xxxx Drive, Comstock Park, Michigan, (ii) 0000 Xxxx Xxxx, Xxxx Xxxxx, Xxxxxxxx, (iii) 000 Xxxxx Xxxxxx, Gladstone, Michigan and (iv) 000 X. Xxxxx Xxxxxx, X.X. 000, Xxxxxxxx, Xxxxxxxx, each substantially in the form of Exhibit H attached hereto (collectively, the “Subleases”) together with true and correct copies of the underlying leases, such landlord consents and recognition agreements as the Purchaser may require; (e) true and complete copies, certified by the Secretary or an Assistant Secretary of the Parent, of the (i) resolutions duly and validly adopted by the Board of Directors of the Parent evidencing its authorization of the execution and delivery of this Agreement executed by and the other documents contemplated hereby to which the Parent is a duly authorized officer party and the consummation of the transactions contemplated hereby and thereby and (ii) Bylaws of the Parent; (ef) a certificate to of the effect set forth in Sections 10.1 and 10.2 hereof, dated the Closing Date and signed on behalf Secretary or an Assistant Secretary of the Parent certifying the names and Merger Subsidiary by its duly authorized officers; (f) certificates, duly executed by signatures of the respective authorized officer of Parent and Merger Subsidiary, dated the Closing Date, to the effect that (i) the respective resolutions adopted by the board of managers and sole member officers of the Parent and the sole member of Merger Subsidiary authorizing this Agreement and the transactions contemplated hereby, including the Merger, were duly adopted at meeting that was duly called and held, at which a quorum was present and acting throughout, or by unanimous written consent, and such resolutions remain in full force and effect, and have not been amended, rescinded or modified and (ii) the respective officers of Parent and Merger Subsidiary executing authorized to sign this Agreement and the other documents, agreements and instruments documents contemplated hereby to which the Parent is a party to be executed and delivered by Parent and Merger Subsidiary pursuant to this Agreement are duly authorized to execute the samehereunder; (g) a certificate from the Secretary of State a duly authorized officer of the State of Delaware Parent certifying as to the matters set forth in Sections 9.2(a) and (b) with respect to the existence representations and good standing warranties contained in Article III and Article V hereof and the covenants and obligations of the Parent and Merger SubsidiaryParent; and (h) a counterpart any additional documents or instruments as the Purchaser may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer, conveyance, subleasing and delivery of the Escrow Agreement, duly executed by Purchased Assets to the ParentPurchaser and to put the Purchaser in actual possession or control of the Purchased Assets.

Deliveries by the Parent. At the Closing, the Parent shall deliver, execute and deliver or shall cause to be delivered, as applicable, to the Company and the Holders or, if indicated below, to or for the account of the Holders, the Escrow Agent, or U.S. Bank, each of the followingPurchaser: (a) to the Holders, Exclusivity Agreement substantially in the Initial Merger Consideration, less form of Exhibit E attached hereto (the Escrow Amount, by wire transfer of immediately available funds to such accounts as the Holder Representative shall have specified to the Parent at least 24 hours prior to the Closing“Exclusivity Agreement”); (b) the Main and Service Construction Contract substantially in the form of Exhibit F attached to that certain Asset Purchase Agreement, dated the Escrow Agent, the Escrow Amountdate hereof, by wire transfer of immediately available funds to such account as is specified in and among the Escrow Seller, Sub-Surface Construction Co., EnStructure and the Parent (the “Services Agreement”); (c) to U.S. Bank, the amount Transition Services Agreement substantially in the form of Exhibit G attached hereto (the Closing Indebtedness, by wire transfer of immediately available funds to such account as U.S. Bank shall have specified to the Parent at least 24 hours prior to the Closing“Transition Agreement”); (d) [Intentionally Omitted]; (e) true and complete copies, certified by the Surviving Entity LLC Secretary or an Assistant Secretary of the Parent, of the (i) resolutions duly and validly adopted by the Board of Directors of the Parent evidencing its authorization of the execution and delivery of this Agreement executed by and the other documents contemplated hereby to which the Parent is a duly authorized officer party and the consummation of the transactions contemplated hereby and thereby and (ii) Bylaws of the Parent; (ef) a certificate to of the effect set forth in Sections 10.1 and 10.2 hereof, dated the Closing Date and signed on behalf Secretary or an Assistant Secretary of the Parent certifying the names and Merger Subsidiary by its duly authorized officers; (f) certificates, duly executed by signatures of the respective authorized officer of Parent and Merger Subsidiary, dated the Closing Date, to the effect that (i) the respective resolutions adopted by the board of managers and sole member officers of the Parent and the sole member of Merger Subsidiary authorizing this Agreement and the transactions contemplated hereby, including the Merger, were duly adopted at meeting that was duly called and held, at which a quorum was present and acting throughout, or by unanimous written consent, and such resolutions remain in full force and effect, and have not been amended, rescinded or modified and (ii) the respective officers of Parent and Merger Subsidiary executing authorized to sign this Agreement and the other documents, agreements and instruments documents contemplated hereby to which the Parent is a party to be executed and delivered by Parent and Merger Subsidiary pursuant to this Agreement are duly authorized to execute the samehereunder; (g) a certificate from the Secretary of State a duly authorized officer of the State of Delaware Parent certifying as to the matters set forth in Sections 9.2(a) and (b) with respect to the existence representations and good standing warranties contained in Article III and Article V hereof and the covenants and obligations of the Parent and Merger SubsidiaryParent; and (h) a counterpart any additional documents or instruments as the Purchaser may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer, conveyance, subleasing and delivery of the Escrow Agreement, duly executed by Purchased Assets to the ParentPurchaser and to put the Purchaser in actual possession or control of the Purchased Assets.