Common use of Deliveries by the Purchaser at the Closing Clause in Contracts

Deliveries by the Purchaser at the Closing. On or before the Closing Date, the Purchaser shall deliver or cause to be delivered the following to the Seller (or as otherwise provided herein), each, where applicable, duly executed (or endorsed, as the case may be) by the Purchaser: (a) delivery by wire transfer in immediately available funds of an amount equal to the sum of the Purchase Price, subject to the adjustments provided herein MINUS the Deposit MINUS the Indemnification Escrow Amount MINUS any PPP Escrow Amount and PLUS or MINUS any adjustments for prorations and other payments and withholdings to be paid or otherwise borne by the Seller or the Purchaser under this Agreement, which such net amount shall be disbursed to the Seller by wire transfer to an account designated by the Seller, in immediately available funds; except that the Purchaser may pay directly to creditors of the Seller the amount required to satisfy the PPP Non-Forgiven Amount and release any Encumbrances (other than Permitted Encumbrances) on the Purchased Assets; (b) the Deposit, which shall be disbursed by the Escrow Agent to the Seller by wire transfer to an account designated by the Seller, in immediately available funds; (c) the Xxxx of Sale and Assignment; (d) the IP Assignment Agreement; (e) the 8594 Agreement; (f) the Non-Competition Agreement; (g) the Post-Closing Agreement, if applicable; (h) the Indemnification Escrow Agreement; (i) the PPP Escrow Agreement, as applicable; (j) the Closing Statement; (k) a certificate of good standing with respect to the Purchaser from the Tennessee Secretary of State, dated as of a recent date prior to the Closing Date; (l) a certificate dated the Closing Date and executed by an officer of the Purchaser, certifying (i) that the representations and warranties of the Purchaser in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, (ii) the covenants and agreements to be performed or complied with by the Purchaser prior to the Closing have been performed and complied with in all material respects, (iii) the resolutions of the Purchaser authorizing the execution and delivery by the Purchaser of this Agreement and the agreements contemplated hereby and approving the consummation of the Transaction, and (ii) the incumbency and signatures of the officer of the Purchaser executing this Agreement; and (m) such other documents or instruments as may be reasonably required by the Seller in accordance with this Agreement, each in form and substance reasonably satisfactory to the Purchaser.

Deliveries by the Purchaser at the Closing. On or before At the Closing DateClosing, the Purchaser shall deliver or cause to be delivered the following execute, acknowledge, and/or deliver, as appropriate, to the Seller (or as otherwise provided herein), each, where applicable, duly executed (or endorsed, as Sellers and the case may be) by Owners the Purchaserfollowing: (a) delivery by wire transfer in immediately available funds An officer's certificate of an amount equal the Purchaser, dated as of the Closing Date, as to the sum material truth and correctness of all of the Purchase Price, subject to the adjustments provided herein MINUS the Deposit MINUS the Indemnification Escrow Amount MINUS any PPP Escrow Amount representations and PLUS or MINUS any adjustments for prorations and other payments and withholdings to be paid or otherwise borne by the Seller or warranties of the Purchaser under contained in this Agreement, which such net amount shall be disbursed to Agreement and the Seller by wire transfer to an account designated by the Seller, in immediately available funds; except that the Purchaser may pay directly to creditors of the Seller the amount required to satisfy the PPP Non-Forgiven Amount and release any Encumbrances (other than Permitted Encumbrances) on the Purchased AssetsReal Estate Purchase Agreements; (b) An officer's certificate of the DepositPurchaser, which shall be disbursed dated as of the Closing Date, as to the material performance of and compliance by the Escrow Agent to Purchaser with all covenants of the Seller by wire transfer to an account designated by Purchaser contained in this Agreement and the Seller, in immediately available fundsReal Estate Purchase Agreements; (c) An officer's certificate of the Xxxx Purchaser, dated as of Sale the Closing Date, as to approval of the transactions contemplated by this Agreement and Assignmentthe Real Estate Purchase Agreements by the general partner of the Purchaser; (d) The Purchase Price in immediately available funds, less (i) the IP Assignment Agreementportion of the Purchase Price paid to the Escrow Account, (ii) the portion of the Purchase Price allocated to the Non-Competition Agreements to be executed by the Sellers, (iii) the portion of the Purchase Price allocated to the Real Estate Purchase Agreements, and (iv) payments, if any, made by Purchaser to creditors of Sellers pursuant to Sellers' instructions; (e) the 8594 AgreementOpinion of Counsel of Counsel from Xxxxx, Xxxxxxxx & Xxxxx, P.C.; (f) the Non-Competition The Contingent Earn Out Agreement; (g) The Special Warranty Deed required by the Post-Closing Agreement, if applicableReal Estate Purchase Agreements; (h) the Indemnification The Escrow Agreement; (i) the PPP Escrow Agreement, as applicable;The Non-Competition Agreements; and (j) the Closing Statement; (k) a certificate of good standing with respect to the Purchaser from the Tennessee Secretary of State, dated as of a recent date prior to the Closing Date; (l) a certificate dated the Closing Date and executed by an officer of the Purchaser, certifying (i) that the representations and warranties of the Purchaser in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, (ii) the covenants and agreements to be performed or complied with by the Purchaser prior to the Closing have been performed and complied with in all material respects, (iii) the resolutions of the Purchaser authorizing the execution and delivery by the Purchaser of this Agreement and the agreements contemplated hereby and approving the consummation of the Transaction, and (ii) the incumbency and signatures of the officer of the Purchaser executing this The Employment Agreement; and (m) such other documents or instruments as may be reasonably required by the Seller in accordance with this Agreement, each in form and substance reasonably satisfactory to the Purchaser.

Deliveries by the Purchaser at the Closing. On or before At the Closing DateClosing, the Purchaser shall deliver or cause to be delivered the following execute, acknowledge, and/or deliver, as appropriate, to the Seller (or as otherwise provided herein)Seller, each, where applicable, duly executed (or endorsed, as the case may be) by Manager and the PurchaserOwner the following: (a) delivery by wire transfer in immediately available funds of an amount equal to the sum An officer’s certificate of the Purchase Price, subject to the adjustments provided herein MINUS the Deposit MINUS the Indemnification Escrow Amount MINUS any PPP Escrow Amount and PLUS or MINUS any adjustments for prorations and other payments and withholdings to be paid or otherwise borne by the Seller or the Purchaser under this Agreement, which such net amount shall be disbursed to the Seller by wire transfer to an account designated by the Seller, in immediately available funds; except that the Purchaser may pay directly to creditors of the Seller the amount required to satisfy the PPP Non-Forgiven Amount and release any Encumbrances (other than Permitted Encumbrances) on the Purchased Assets; (b) the Deposit, which shall be disbursed by the Escrow Agent to the Seller by wire transfer to an account designated by the Seller, in immediately available funds; (c) the Xxxx of Sale and Assignment; (d) the IP Assignment Agreement; (e) the 8594 Agreement; (f) the Non-Competition Agreement; (g) the Post-Closing Agreement, if applicable; (h) the Indemnification Escrow Agreement; (i) the PPP Escrow Agreement, as applicable; (j) the Closing Statement; (k) a certificate of good standing with respect to the Purchaser from the Tennessee Secretary of StatePurchaser, dated as of a recent date prior to the Closing Date; (l) a certificate dated , as to the Closing Date material truth and executed by an officer correctness of the Purchaser, certifying (i) that all of the representations and warranties of the Purchaser contained in this Agreement are true and correct in all material respects on and the Real Property Purchase Agreement; (b) An officer’s certificate of the Purchaser, dated as of the Closing Date with Date, as to the same effect as though such representations material performance of and warranties had been made on and as of such date, (ii) the covenants and agreements to be performed or complied with compliance by the Purchaser prior to the Closing have been performed and complied with in all material respects, (iii) the resolutions covenants of the Purchaser authorizing the execution and delivery by the Purchaser of contained in this Agreement and the agreements contemplated hereby and approving the consummation Real Property Purchase Agreement; (c) An officer’s certificate of the TransactionPurchaser, dated as of the Closing Date, as to approval of the transactions contemplated by this Agreement and the Real Property Purchase Agreement by the general partner of the Purchaser; (d) The Real Property Purchase Agreement; (e) The Purchase Price in immediately available funds, less (f) the portion of the Purchase Price being deposited with the Escrow Agent pursuant to Section 1.05 and above, and (ii) the incumbency and signatures payments, if any, made by Purchaser to creditors of the officer Seller pursuant to Seller’s instructions; (g) Opinion of the Purchaser executing this Counsel of Lxxxx, Cxxxxxxx & Axxxx, P.C.; (h) The Contingent Earn Out Agreement; (i) The Non-Competition Agreements; (j) The Employment Agreements; and (mk) such other documents or instruments as may be reasonably required by the Seller in accordance with this Agreement, each in form and substance reasonably satisfactory to the PurchaserThe Customer/Vendor/Employee Notices.

Deliveries by the Purchaser at the Closing. On or before At the Closing DateClosing, the Purchaser following shall deliver or cause to be delivered the following to the Seller (or as otherwise provided herein), each, where applicable, duly executed (or endorsed, as the case may be) by the PurchaserPurchaser to Seller: (a) delivery by a wire transfer in of immediately available funds of an in the amount equal to the sum of the Cash Purchase Price, subject to the adjustments provided herein MINUS the Deposit MINUS the Indemnification Escrow Amount MINUS any PPP Escrow Amount and PLUS or MINUS any adjustments for prorations and other payments and withholdings to be paid or otherwise borne by the Seller or the Purchaser under this Agreement, which such net amount shall be disbursed to the Seller by wire transfer Price to an account designated by the Seller, in immediately available funds; except that the Purchaser may pay directly to creditors of the Seller the amount required to satisfy the PPP Non-Forgiven Amount and release any Encumbrances (other than Permitted Encumbrances) on the Purchased Assets; (b) a share certificate or direct registration statement (DRS) advice representing the Deposit, which shall be disbursed by the Escrow Agent Shares registered to the Seller by wire transfer (or in such name as the Seller may direct in writing not less than 48 hours prior to an account designated by the Seller, Closing Date) issued in immediately available fundscompliance with applicable Canadian Securities Laws and the U.S. Securities Act; (c) an opinion from counsel to the Xxxx Purchaser in form and substance satisfactory to the Seller regarding customary corporate matters and securities matters relating to the distribution and issuance of Sale and Assignmentthe Shares being exempt from the prospectus requirements of Canadian Securities Laws, addressed to the Seller; (d) evidence that the IP Assignment AgreementTSX has approved the issuance and listing on the TSX of the Shares, subject only to the satisfaction of customary listing conditions; (e) the 8594 AgreementBill of Sale, executed by the Purchaser; (f) a certificate of an authorized officer of the Non-Competition AgreementPurchaser as to the resolutions adopted by the board of directors of the Purchaser relating to the transactions contemplated hereby; (g) the Post-Closing AgreementDomain Name Assignment, if applicableexecuted by the Purchaser; (h) the Indemnification Escrow API Supply Agreement, executed by the Purchaser; (i) the PPP Escrow Transition Services Agreement, as applicableexecuted by the Purchaser; (j) the Closing StatementServices Agreement, executed by the Purchaser; (k) a certificate of good standing with respect to the Purchaser from Patent Assignment, executed by the Tennessee Secretary of State, dated as of a recent date prior to the Closing DatePurchaser; (l) a certificate dated the Closing Date and Letter of Authorization, executed by an officer of the Purchaser, certifying ; (i) that the representations and warranties of the Purchaser in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, (iim) the covenants and agreements to be performed or complied with Letter of Transfer, executed by the Purchaser prior to the Closing have been performed and complied with in all material respects, (iii) the resolutions of the Purchaser authorizing the execution and delivery by the Purchaser of this Agreement and the agreements contemplated hereby and approving the consummation of the Transaction, and (ii) the incumbency and signatures of the officer of the Purchaser executing this AgreementPurchaser; and (mn) such other documents or instruments as may be reasonably required by the Seller in accordance with this Agreement, each in form and substance reasonably satisfactory to the Purchasera mutually agreeable purchase price allocation.

Deliveries by the Purchaser at the Closing. On At or before prior to the Closing DateClosing, the Purchaser shall deliver deliver, or cause to be delivered the following delivered, to the Seller (or as otherwise provided herein), each, where applicable, duly executed (or endorsed, as the case may be) by the Purchaserfollowing items: (a) delivery by wire transfer in immediately available funds of an amount equal to the sum of the Purchase Price, subject to the adjustments provided herein MINUS the Deposit MINUS the Indemnification Escrow Amount MINUS any PPP Escrow Amount and PLUS or MINUS any adjustments for prorations and other payments and withholdings to be paid or otherwise borne by the Seller or the Purchaser under this Agreement, which such net amount shall be disbursed to the Seller by wire transfer to an account designated by the Seller, Price payable as set forth in immediately available funds; except that the Purchaser may pay directly to creditors of the Seller the amount required to satisfy the PPP Non-Forgiven Amount and release any Encumbrances (other than Permitted Encumbrances) on the Purchased AssetsSECTION 4.1; (b) an assumption agreement, substantially in the Depositform of EXHIBIT I (the "ASSUMPTION AGREEMENT"), which shall be disbursed duly executed by the Escrow Agent to the Seller by wire transfer to an account designated by the Seller, in immediately available fundsPurchaser; (c) a certificate of good standing of the Xxxx Purchaser, issued by the Secretary of Sale and AssignmentState of the State of Delaware, dated within 15 days of the Closing; (d) certified copies of resolutions duly adopted by the IP Assignment AgreementBoard of Directors of the Purchaser evidencing the taking of all corporate action necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby; (e) the 8594 AgreementTransition Services Agreements, duly executed by the Purchaser; (f) the Non-Competition Environmental Agreement, duly executed by the Purchaser; (g) the Post-Closing Collective Bargaining Novation Agreement, if applicableduly executed by the Purchaser; (h) an opinion dated the Indemnification Escrow AgreementClosing Date of John Mullan, in-house counsel to the Purchaser, substantially xx xxx xxxm of EXHIBIT J; (i) the PPP Escrow Agreement, as applicable; (j) the Closing Statement; (k) a certificate of good standing with respect to an officer of the Purchaser from the Tennessee Secretary of StatePurchaser, dated as of a recent date prior to the Closing Date, certifying that the conditions set forth in SECTION 8.2 have been satisfied as of the Closing Date; (lj) a certificate dated the Closing Date and royalty-free license, duly executed by an officer of the Purchaser, certifying (i) that for the representations and warranties Seller's use of the Purchaser in this Agreement are true and correct in all material respects Intellectual Property as set forth on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, SCHEDULE 9.17(b); (iik) the covenants Exclusive Manufacturing and agreements to be performed or complied with Sales Agreement, duly executed by the Purchaser prior to the Closing have been performed and complied with in all material respects, (iii) the resolutions of the Purchaser authorizing the execution and delivery by the Purchaser of this Agreement and the agreements contemplated hereby and approving the consummation of the Transaction, and (ii) the incumbency and signatures of the officer of the Purchaser executing this AgreementPurchaser; and (ml) such other documents or instruments as may be reasonably required by the Seller in accordance with this Agreementdocuments, each certificates and instruments, in form and substance reasonably satisfactory to the PurchaserPurchaser and its counsel, as the Seller may reasonably request to consummate the transactions contemplated by this Agreement and the Ancillary Agreements.

Deliveries by the Purchaser at the Closing. On or before the Closing Date, the Purchaser shall deliver or cause to be delivered the following to the Seller (or as otherwise provided herein), each, where applicable, duly executed (or endorsed, as the case may be) by the Purchaser: (a) delivery to the Escrow Agent (who will serve as a disbursement agent at the Closing) by wire transfer in immediately available funds of an amount equal to the sum of the Asset Purchase Price, subject to the adjustments provided herein MINUS the Deposit MINUS the Indemnification Escrow Amount MINUS any PPP Escrow the Withheld Tax Amount MINUS the amount of the Capital Contribution and PLUS or MINUS any adjustments for prorations and other payments and withholdings to be paid or otherwise borne by the Seller or the Purchaser under this Agreement, which such net amount shall be disbursed to the Seller by wire transfer to an account designated by the Seller, in immediately available funds; except that the Purchaser may pay directly to creditors of the Seller the amount required to satisfy the PPP Non-Forgiven Amount and release any Encumbrances (other than Permitted Encumbrances) on the Purchased Assets; (b) the Deposit, which shall be disbursed by the Escrow Agent to the Seller by wire transfer to an account designated by the Seller, in immediately available funds; (b) the Deposit, which shall be disbursed by the Escrow Agent to the Seller by wire transfer in immediately available funds or by certified check; (c) the Membership Interest, described in Section 4.7; (d) the Xxxx of Sale and Assignment; (de) the IP Assignment Agreement; (ef) the 8594 Agreement; (fg) the Non-Competition Agreement; (gh) the Post-Closing Agreement, if applicable; (h) the Indemnification Escrow Agreement; (i) the PPP Escrow Agreement, as applicableLease Assumption Instrument; (j) the Operating Agreement; (k) evidence of the issuance to the EBD and LAD of a combined 15% membership interest in the Purchaser; (l) the Closing Statement; (km) as applicable, the Tax Escrow Agreement; (n) a certificate of good standing with respect to the Purchaser from the Tennessee West Virginia Secretary of State, dated as of a recent date prior to the Closing Date; (lo) a certificate dated the Closing Date and executed by an officer of the Purchaser, certifying (i) that the representations and warranties of the Purchaser in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, (ii) the covenants and agreements to be performed or complied with by the Purchaser prior to the Closing have been performed and complied with in all material respects, (iii) the resolutions of the Purchaser authorizing the execution and delivery by the Purchaser of this Agreement and the agreements contemplated hereby and approving the consummation of the Transaction, and (ii) the incumbency and signatures of the officer of the Purchaser executing this Agreement; (p) the MEG Lease Agreement and the E & W Lease Agreement, each executed by the Purchaser; and (mq) such other documents or instruments as may be reasonably required by the Seller in accordance with this Agreement, each in form and substance reasonably satisfactory to the Purchaser.

Deliveries by the Purchaser at the Closing. On or before the Closing Date, the Purchaser shall deliver or cause to be delivered the following to the Seller (or as otherwise provided herein), each, where applicable, duly executed (or endorsed, as the case may be) by the Purchaser: (a) delivery to the Escrow Agent (who will serve as a disbursement agent at the Closing) by wire transfer in immediately available funds of an amount equal to the sum of the Purchase Asset Interest Price, subject to the adjustments provided herein MINUS the Deposit MINUS the Indemnification Escrow Amount MINUS any PPP Escrow the Withheld Tax Amount and PLUS or MINUS any adjustments for prorations and other payments and withholdings to be paid or otherwise borne by the Seller or the Purchaser under this Agreement, which such net amount shall be disbursed to the Seller by wire transfer to an account designated by the Seller, in immediately available funds; except that the Purchaser may pay directly to creditors of the Seller the amount required to satisfy the PPP Non-Forgiven Amount and release any Encumbrances (other than Permitted Encumbrances) on the Purchased Assets; (b) the Deposit, which shall be disbursed by the Escrow Agent to the Seller by wire transfer to an account designated by the Seller, in immediately available funds; (cb) the Xxxx of Sale and Assignment; (dc) the IP Assignment Agreement; (ed) the 8594 Agreement; (fe) the Non-Competition Agreement; (gf) the Post-Closing Agreement, if applicable; (g) the Operating Agreement; (h) evidence of the Indemnification Escrow Agreementissuance to the Seller of a 25% membership interest in the Purchaser; (i) the PPP Escrow Agreement, as applicableClosing Statement; (j) as applicable, the Closing StatementTax Escrow Agreement; (k) a certificate of good standing with respect to the Purchaser from the Tennessee Georgia Secretary of State, dated as of a recent date prior to the Closing Date; (l) a certificate dated the Closing Date and executed by an officer of the Purchaser, certifying (i) that the representations and warranties of the Purchaser in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, (ii) the covenants and agreements to be performed or complied with by the Purchaser prior to the Closing have been performed and complied with in all material respects, (iii) the resolutions of the Purchaser authorizing the execution and delivery by the Purchaser of this Agreement and the agreements contemplated hereby and approving the consummation of the Transaction, and (ii) the incumbency and signatures of the officer of the Purchaser executing this Agreement; and (m) such other documents or instruments as may be reasonably required by the Seller in accordance with this Agreement, each in form and substance reasonably satisfactory to the Purchaser.